Common use of Indemnification of Company Clause in Contracts

Indemnification of Company. The Manager will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.

Indemnification of Company. The Manager Underwriter will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager the Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at Statement, or in any timePreliminary Prospectus, any Statutory Prospectus as of any timeProspectus, the Prospectus (Prospectus, any “road show” as amended or supplemented if defined in Rule 433(h) of the Company shall have furnished any amendments or supplements thereto) Act or any Issuer Free Writing ProspectusWritten Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Manager Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished or on behalf of the Manager: the name Underwriter consists of the Manager contained in the first paragraph statements set forth under the heading “Plan of Distribution” Underwriting”: (x) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts and (y) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus Supplementand the Prospectus constitute the only information furnished in writing by or on behalf of the Underwriter for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of Company. The Manager Distributor covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwiseexpense, insofar as such losses, claims, damages or liabilities (or actions and reasonable counsel fees and disbursements incurred in respect thereofconnection therewith) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares, and alleging (i) a wrongful act or deed of the Distributor or any of its employees or sales representatives, or (ii) that the Registration Statement, Prospectuses, Statements of Additional Information, shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement statements or alleged untrue statement or omission or alleged omission was omissions were made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Distributor. In no case (i) is the name indemnity of the Manager Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance or bad faith in the performance of its duties or by reason of its failure to exercise due care in rendering its services and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this section with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account on its indemnity agreement contained in this section. The Distributor shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants, whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Company's Shares.

Indemnification of Company. The Manager will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of information concerning the Manager contained in the first paragraph and the fifteenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.

Indemnification of Company. The Manager will Each Purchaser will, severally and not jointly, indemnify and hold harmless each of the CompanyIssuers, the Guarantors, each of its trust managers their respective directors, managers, and each of its officers who signs a Registration Statement their respective officers, and each person, if any, who controls the Company such Issuer or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Issuers by such Purchaser through the Manager Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus furnished on behalf of the ManagerPreliminary and Final Offering Circular: the name of the Manager contained in the first ninth paragraph under the heading caption “Plan of Distribution” in ”; provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Issuers’ failure to perform their obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of Company and its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any such Manager Indemnified Party director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timeand Preliminary Prospectus, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments amendment or supplements supplement thereto) or , any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus; or (ii) with respect to the Registration Statement, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or, with respect to the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made not misleading; and will reimburse any legal or other out-of-pocket expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that such Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement, and Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, in the preparation thereof. The Company and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood the Underwriters acknowledge and agreed agree that the only such information furnished by the Manager consists of the following information in the Prospectus or to be furnished on behalf of each Underwriter to the Manager: the name Company for inclusion in any part of the Manager contained in Registration Statement, the Preliminary Prospectus and the Prospectus consists of the first paragraph under the sub-heading “Plan Commissions and Discounts,” the first, second and third paragraphs under the sub-heading “Price Stabilizations, Short Positions”, the first and second paragraph under the sub-heading “Electronic Distribution,” the first paragraph under the sub-heading “Conflicts of DistributionInterest” and the first, second and third paragraphs under the sub-heading “Other Relationships” under the caption “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus Supplementand the Prospectus.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of its trust managers their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Manager Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of the Managereach Underwriter: the name of the Manager contained concession and reallowance figures appearing in the first third paragraph under the heading caption “Plan Underwriting (Conflicts of Distribution” Interest)”; the statement of market making with respect to the Underwriters in the Prospectus Supplementsecond sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a the Registration Statement Statement, directors, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, Securities Act or the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at as of any time, any Statutory Prospectus as of any time, the Final Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Preliminary Prospectus and Final Prospectus furnished on behalf of the Managereach Underwriter: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement[ ].

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, and (each, a an “Manager Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished Final Prospectus, any amendments or supplements thereto) Written Testing-the-Waters Communication or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information concession and reallowance figures appearing in the fifth paragraph under the caption “Underwriting.” in the Final Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementeach Underwriter.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless the Company, the Guarantors, each of its trust managers their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing ProspectusCommunication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus Preliminary Offering Circular and Final Offering Circular furnished on behalf of the Managereach Purchaser: the name of the Manager information contained in the first thirteenth full paragraph under the heading caption “Plan of Distribution” ”, in respect with stabilizing and other transactions, and the Prospectus Supplementsecond sentence of the eleventh full paragraph under the caption “Plan of Distribution”, in respect with market making by the Purchasers; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Subject to the provisions of this Section 4.7, each Purchaser severally and not jointly with the other Purchasers, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand its directors, a “Manager Indemnified Party”)officers, against shareholders, members, partners, employees and agents harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which such Manager Indemnified Party may become subjectany breach of any of the representations, under warranties, covenants or agreements made by the Act, Purchaser in this Agreement. If any action shall be brought against the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify such Purchaser in writing, and the Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required to be stated therein or necessary to make conflict on any material issue between the statements therein not misleadingposition of the Company and the position of such Purchaser, in each which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Such Purchaser will not be liable to the Company under this Agreement (i) for any settlement by the Company effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any of the Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omissionagreements made by the Company in this Agreement, or any (iii) in an amount in excess of such alleged untrue statement or omission as Purchaser’s gain upon such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists Purchaser’s sale of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementCommon Stock and/or Warrant Shares acquired pursuant to this Agreement.

Indemnification of Company. The Manager Subject to the provisions of this Section 6(f), each Purchaser, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and its directors, officers, shareholders, partners, members, employees and agents (each, a “Manager Indemnified Company Party”)) harmless from any and all losses, against any lossesliabilities, obligations, claims, damages or liabilities to which contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Manager Indemnified Company Party may become subjectsuffer or incur as a result of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by such Purchaser in this Agreement or (ii) any action instituted against the Company, or any Company Party or their respective Affiliates, by any stockholder of the Company or other person, with respect to any of the transactions contemplated by this Agreement if such action is based upon a breach of the representation, warranties or covenants of such Purchaser under the Act, the Exchange Act, other Federal this Agreement or any violation by such Purchaser of state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions federal securities laws. If any action shall be brought against any Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the applicable Purchaser in writing, and such Purchaser shall have the right to assume the defense thereof with counsel of its own choosing. Any Company Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company Party except to the extent that (A) arise out the employment thereof has been specifically authorized by such Purchaser in writing; (B) such Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel reasonably acceptable to such Company Party or are based upon any untrue statement or alleged untrue statement (C) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material fact contained in issue between the position of such Purchaser and the position of such Company Party. No Purchaser will be liable to any part of the Registration Statement at Company Party under this Agreement (I) for any timesettlement by a Company Party effected without such Purchaser’s prior written consent, any Statutory Prospectus as of any timewhich shall not be unreasonably withheld, the Prospectus conditioned or delayed; or (as amended or supplemented if the Company shall have furnished any amendments or supplements theretoII) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any Company Party’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished agreements made by the Manager consists of the following information Company in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementthis Agreement.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of its trust managers their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Manager Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of the Managereach Underwriter: the name of the Manager contained concession and reallowance figures appearing in the first third paragraph under the heading caption “Plan Underwriting (Conflicts of Distribution” Interest)”; the statement of market making with respect to the Underwriters in the Prospectus Supplementthird sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest);” and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. The Manager will indemnify and hold harmless the Company, each of its trust managers directors who signs a Registration Statement and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing ProspectusProspectus or any Non-Prospectus Road Show or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name last sentence of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. The Company and the Manager acknowledge that no information has been furnished to the Company by the Manager for use in any Non-Prospectus Road Show.

Indemnification of Company. The Manager Each Underwriter, severally and not jointly, will indemnify and hold harmless the Transaction Entities, the Company, each of its trust managers and each of its officers who signs a Registration Statement ’s directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act signs a registration statement and each Controlling Person (each, a “Manager Company Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager the Company Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or any Section 5(d) Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph third and tenth paragraphs under the heading caption “Plan of DistributionUnderwriting” in the Prospectus SupplementProspectus.

Indemnification of Company. The Manager will Agent agrees, in the same manner and to the same extent as set forth in Section 6.1 above, to indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement the Company's and each personCompany's employees, accountants, attorneys, and agents (the "Company's Indemnitees") with respect to (a) any statement in or omission from the Offering Documents or any amendment or supplement thereto or any application or other document filed in any state or jurisdiction in order to qualify the Securities under the Blue Sky or securities laws thereof, or any information furnished pursuant to Section 2.2 hereof, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by the Manager Agent on its behalf specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating the preparation thereof or defending against supplement thereto, or (b) any untrue statement of a material fact made by Agent or its agents not based on statements in the Offering Documents or authorized in writing by the Company, or with respect to any misleading statement made by Agent or its agents resulting from the omission of material facts which misleading statement is not based upon the Offering Documents, or information furnished in writing by the Company or, (c) any breach of any representation, warranty, or covenant made by Agent in this Agreement. Agent's liability hereunder shall be limited to the amount received by it for acting as Agent in connection with the Offerings. Agent shall not be liable for amounts paid in settlement of any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not litigation if such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists settlement was effected without its consent. In case of the following information commencement of any action in respect of which indemnity may be sought from Agent, the Company's Indemnitees shall have the same obligation to give notice as set forth in Section 6.1 above, subject to the same loss of indemnity in the Prospectus furnished on behalf event such notice is not given, and Agent shall have the same right to participate in (and, to the extent that it shall wish, to direct) the defense of such action at its own expense, but such defense shall be conducted by counsel of recognized standing reasonably satisfactory to the Manager: Company. Agent agrees to notify the name Company's Indemnitees and, at their request, to provide copies of all pleadings therein and to permit the Manager contained in Company's Indemnitees to be observers therein and apprise them of all the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementdevelopments therein, all at Agent's expense.

Indemnification of Company. The Manager Subject to the provisions of this Section 4.9(b), each Purchaser, severally and not jointly with the other Purchasers, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachharmless from any and all losses, a “Manager Indemnified Party”)liabilities, against any lossesobligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which (a) any breach of any of the representations and warranties set forth in Sections 3.2(a)-(e) by such Manager Indemnified Party may become subject, under Purchaser. If any action shall be brought against the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify such Purchaser in writing, and such Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Company except to the extent that (i) the employment thereof has been specifically authorized by such Purchaser in writing, (ii) such Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required conflict on any material issue between the position of the Company and the position of such Purchaser. A Purchaser will not be liable to the Company under this Agreement (i) for any settlement by the Company effected without the such Purchaser's prior written consent, which shall not be stated therein unreasonably withheld or necessary to make the statements therein not misleading, in each case delayed; or (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to the Company's breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished agreements made by the Manager consists Company in this Agreement or in the other Transaction Documents. In no event shall the liability of any Purchaser hereunder be greater in amount than the dollar amount of the following information in net proceeds received by such Purchaser upon the Prospectus furnished on behalf sale of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch Purchaser's Securities.

Indemnification of Company. The Manager Underwriter will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at Statement, or in any timePreliminary Prospectus, any Statutory Prospectus as of any timeProspectus, the Prospectus (Prospectus, any “road show” as amended or supplemented if defined in Rule 433(h) of the Company shall have furnished any amendments or supplements thereto) Act or any Issuer Free Writing ProspectusWritten Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Manager Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished or on behalf of the Manager: the name Underwriter consists of the Manager contained in the first paragraph statements set forth under the heading “Plan of Distribution” Underwriting”: (x) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts and (y) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus Supplementand the Prospectus constitute the only information furnished in writing by or on behalf of the Underwriter for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of Company. The Manager Distributor covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwiseexpense, insofar as such lossesand reasonable counsel fees and disbursements incurred in connection therewith), claimsincluding claims of third parties, damages or liabilities (or actions in respect thereof) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares, and alleging (i) a wrongful act or deed of the Distributor or any of its employees or sales representatives, or (ii) that the Registration Statement, Prospectuses, Statements of Additional Information, shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement statements or alleged untrue statement or omission or alleged omission was omissions were made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Distributor. In no case (i) is the name indemnity of the Manager Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance or bad faith in the performance of its duties or by reason of its failure to exercise due care in rendering its services and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this section with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account on its indemnity agreement contained in this section. The Distributor shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants, whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Company's Shares.

Indemnification of Company. The Manager Subject to the provisions of this Section 4.7, Purchaser will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand its directors, a “Manager Indemnified Party”)officers, against shareholders, members, partners, employees and agents harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which such Manager Indemnified Party may become subjectany breach of any of the representations, under warranties, covenants or agreements made by the Act, Purchaser in this Agreement. If any action shall be brought against the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify Purchaser in writing, and the Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required to be stated therein or necessary to make conflict on any material issue between the statements therein not misleadingposition of the Company and the position of Purchaser, in each which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Purchaser will not be liable to the Company under this Agreement (i) for any settlement by the Company effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any of the Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omissionagreements made by the Company in this Agreement, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists (iii) in an amount in excess of Purchaser’s gain upon Purchaser’s sale of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementCommon Stock and/or Warrant Shares acquired pursuant to this Agreement.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Securities under the Securities Laws, the Warrantholder will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a have signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director or otherwiseofficer for any legal or other expenses reasonably incurred by them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact act contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any timeStatement, the Prospectus (as amended prospectus or supplemented if the Company shall have furnished any amendments or supplements thereto) preliminary prospectus or any Issuer Free Writing Prospectusamendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically Warrantholder expressly for use therein; PROVIDED, HOWEVER, that the Warrantholder's obligations hereunder shall be limited to an amount equal to the proceeds received by the Warrantholder on account of the Registrable Securities sold in such registration. Promptly after receipt of notice of the commencement of any action in respect or which indemnity may be sought against the Warrantholder, the Company will notify the Warrantholder in writing of the commencement thereof, and will reimburse any legal or other the Warrantholder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses reasonably incurred by insofar as such Manager Indemnified Party action shall relate to the alleged liability in connection with investigating or defending respect of which indemnity may be sought against the Warrantholder. The Company and each such director and officer shall have the right to employ separate counsel in any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the Warrantholder unless employment of such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon counsel and payment of such fees and expenses by the Warrantholder has been specifically authorized by the Warrantholder. The Warrantholder shall not be liable to indemnify any person for any settlement of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that action effected without the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementWarrantholder's written consent.

Indemnification of Company. The Manager In the event that ADA-ES registers any of the Registrable Shares under the Securities Act, Arch Coal will indemnify and hold harmless the CompanyADA-ES, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company ADA-ES within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse ADA-ES and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company ADA-ES in connection therewith by the Manager specifically Arch Coal expressly for use therein; provided, however, that Arch Coal's obligations hereunder shall be limited to an amount equal to the proceeds received by Arch Coal for the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against Arch Coal, ADA-ES shall notify Arch Coal in writing of the commencement thereof (provided, that failure to so notify Arch Coal shall not relieve Arch Coal from any liability it may have hereunder, except to the extent prejudiced by such failure), and Arch Coal shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to ADA-ES) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against Arch Coal. ADA-ES and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel subsequent to any assumption of the defense by Arch Coal shall not be at the expense of Arch Coal unless employment of such counsel has been specifically authorized in writing by Arch Coal. Arch Coal shall not be liable to indemnify any person for any settlement of any such action effected without Arch Coal's written consent (which consent shall not be unreasonably withheld or delayed). In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which ADA-ES, its officers, directors or controlling persons ("ADA-ES Indemnitees") exercising its rights under this Article III, makes a claim for indemnification pursuant to this Section 3.05, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 3.05 provides for indemnification, in such case, then, ADA-ES Indemnitee and Arch Coal will reimburse any legal contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of ADA-ES Indemnitee on the one hand and of the Arch Coal on the other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of ADA-ES Indemnitee on the one hand and of Arch Coal on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by ADA-ES Indemnitee on the one hand or by Arch Coal on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as such expenses are incurredcase, it being understood and agreed that the only such information furnished by the Manager consists (A) Arch Coal will not be required to contribute any amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the Prospectus furnished on behalf meaning of Section 11(f) of the Manager: the name Securities Act) will be entitled to contribution from any person or entity who was not guilty of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch fraudulent misrepresentation.

Indemnification of Company. The Manager (a) In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such Holder expressly for use therein; provided, and will reimburse any legal or other expenses reasonably incurred however, that such Holder's obligations hereunder shall be limited to an amount equal to the proceeds received by such Manager Indemnified Party Holder sold in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementregistration.

Indemnification of Company. The Manager Placement Agent covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its Directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)Securities Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions expense and reasonable counsel fees incurred in respect thereofconnection therewith) arise out of or are based upon the Securities Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Units, and alleging a wrongful act of the Placement Agent or any of its employees or alleging that the registration statement, prospectus, Member reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to insofar as the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Placement Agent. In no case (i) is the name indemnity of the Manager Placement Agent in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Placement Agent to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Placement Agent in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Placement Agent of any claim shall not relieve the Placement Agent from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Placement Agent shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Placement Agent elects to assume the defense, the defense shall be conducted by counsel chosen by the Placement Agent and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Placement Agent elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Placement Agent does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Placement Agent agrees to notify the Company promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Company's Units.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable shares expressly for use therein; provided, and will reimburse any legal or other expenses reasonably incurred however, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds received by such Manager Indemnified Party holder of Registrable Shares sold in such registration. liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel subsequent to any assumption of the defense by such holder of Registrable Shares shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized in writing by such holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any Person for any settlement of any such action effected without such holder's written consent. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Company exercising its rights under this Article V, makes a claim for indemnification pursuant to this Section 5.06, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 5.06 provides for indemnification, in such case, then, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of Registrable Shares on the other in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of the Company on the one hand and of the holder of Registrable Shares on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the holder of Registrable Shares on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as case, (A) no such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists holder will be required to contribute any amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the Prospectus furnished on behalf meaning of Section 11(f) of the Manager: the name Securities Act) will be entitled to contribution from any person or entity who was not guilty of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch fraudulent misrepresentation.

Indemnification of Company. The Manager In the event that the Company registers -------------------------- any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares expressly for use therein; provided, however, that such holder's obligations -------- ------- hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized by such Manager Indemnified Party in connection with investigating or defending against holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not action effected without such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementholder's consent.

Indemnification of Company. The Manager Underwriter will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager the Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at Statement, or in any timePreliminary Prospectus, any Statutory Prospectus as of any timeProspectus, the Prospectus (Prospectus, any “road show” as amended or supplemented if the Company shall have furnished any amendments or supplements theretodefined in Rule 433(h) or any Issuer Free Writing ProspectusWritten Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Manager Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished or on behalf of the Manager: the name Underwriter consists of the Manager contained in the first paragraph statements set forth under the heading “Plan of Distribution” Underwriting”: (x) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts and (y) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus Supplementand the Prospectus constitute the only information furnished in writing by or on behalf of the Underwriter for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of Company. The Manager Subject to the provisions of this Section 5.9, the Investor will indemnify and hold harmless the Company, each of its trust managers their Affiliates and attorneys, and each of its officers who signs a Registration Statement their directors, officers, shareholders, partners, employees, agents, and each person, if any, any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachcollectively, the “Company Parties” and each a “Manager Indemnified Company Party”), against harmless from any and all losses, liabilities, obligations, claims, damages or liabilities to which such Manager Indemnified contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any Company Party may become subjectsuffer or incur as a result of or relating to any breach of any of the representations, under warranties, covenants or agreements made by the Act, Investor in this Agreement or in the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Transaction Documents. If any action shall be brought against a Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the Investor in writing, and the Investor shall have the right to assume the defense thereof with counsel of its own choosing. The Company Parties shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Company Parties except to the extent that (i) arise out the employment thereof has been specifically authorized by the Investor in writing, (ii) the Investor has failed after a reasonable period of time to assume such defense and to employ counsel or are based upon any untrue statement or alleged untrue statement (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material fact contained in any part issue between the position of the Registration Statement at any time, any Statutory Prospectus as Investor and the position of any time, the Prospectus (as amended or supplemented if the Company Parties. The Investor will not be liable to the Company Parties under this Agreement (i) for any settlement by a Company Party effected without the Investor’s prior written consent, which shall have furnished any amendments not be unreasonably withheld or supplements theretodelayed; or (ii) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damage, liability, action, litigation, investigation damage or proceeding whatsoever (whether or not such Manager Indemnified Party liability is a party thereto), whether threatened or commenced, based upon attributable to Company’s breach of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information representations, warranties, covenants or agreements made by Investor in this Agreement or in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementother Transaction Documents.

Indemnification of Company. The Manager In the event of a registration of any of -------------------------- the Registrable Shares under the Securities Act pursuant hereto each seller of such Registrable Shares thereunder, severally and not jointly will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 the Securities Act, each officer of the Act or Section 20 Company who signs the registration statement, each director of the Exchange Act (eachCompany, a “Manager Indemnified Party”)each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against any all losses, claims, damages or liabilities liabilities, joint or several, as and when incurred, to which the Company or such Manager Indemnified Party officer, director, underwriter or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, registration statement under which such Registrable Shares were registered under the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Securities Act pursuant hereto or any Issuer Free Writing Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action, provided, that such seller will be liable hereunder in any such case to the extent, but if and only to the extentextent that any such loss, that such claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining to such seller, as such, furnished in writing to the Company by the Manager such seller specifically for use thereinin such registration statement or prospectus, and will reimburse any legal or other expenses reasonably incurred provided, that the liability of each seller hereunder shall be limited to the proceeds received by such Manager Indemnified Party seller from the sale of Registrable Shares covered by such registration statement. Notwithstanding the foregoing, the indemnity provided in connection with investigating or defending against this Section 9.2 shall ----------- not apply to amounts paid in settlement of any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not expense if such Manager Indemnified Party settlement is a party thereto), whether threatened or commenced, based upon any effected without the consent of such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementindemnified party.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares, expressly for use therein; PROVIDED, HOWEVER, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized by such Manager Indemnified Party holder of Registrable Shares. Notwithstanding the two preceding sentences, if the action is one in connection with investigating or defending against which the Company may be obligated to indemnify any holder of Registrable Shares pursuant to Section 2.5, the Company shall have the right to assume the defense of such action, subject to the right of such holders to participate therein as permitted by Section 2.5. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such lossaction effected without such holder's consent. Such holder shall not, claimexcept with the approval of the Company, damage, liability, action, litigation, investigation consent to entry of any judgment or proceeding whatsoever (whether or enter into any settlement that does not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission include as such expenses are incurred, it being understood and agreed that an unconditional term thereof the only such information furnished giving by the Manager consists claimant or plaintiff to the party being so indemnified of the following information a release from all liability in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementrespect to such claim or litigation.

Indemnification of Company. The Manager In the event that the Company -------------------------- registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus registration statement or in the prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares expressly for use therein; provided, however, that such holder's obligations hereunder shall be limited to -------- ------- an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized by such Manager Indemnified Party in connection with investigating or defending against holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not action effected without such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementholder's consent.

Indemnification of Company. The Manager Subject to the provisions of this Section 4.7, Purchaser will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand its directors, a “Manager Indemnified Party”)officers, against shareholders, members, partners, employees and agents harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which such Manager Indemnified Party may become subjectany breach of any of the representations, under warranties, covenants or agreements made by the Act, Purchaser in this Agreement. If any action shall be brought against the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify Purchaser in writing, and the Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required to be stated therein or necessary to make conflict on any material issue between the statements therein not misleadingposition of the Company and the position of Purchaser, in each which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Purchaser will not be liable to the Company under this Agreement (i) for any settlement by the Company effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any of the Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omissionagreements made by the Company in this Agreement, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists (iii) in an amount in excess of Purchaser’s gain upon Purchaser’s sale of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementConversion Shares acquired pursuant to this Agreement.

Indemnification of Company. The Manager will Initial Purchaser agrees to indemnify and hold harmless each of the Company, each of its trust managers the Guarantor and each of its their respective directors, officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which the Company or the Guarantor or any such Manager Indemnified Party director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in any part the Time of the Registration Statement at any timeSale Document, any Statutory Prospectus as of any time, Free Writing Offering Document or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Final Offering Circular or any Issuer Free Writing Prospectus, amendment or arise out of supplement thereto or are based upon (ii) the omission or the alleged omission of to state therein a material fact required to be stated therein in the Time of Sale Document, any Free Writing Offering Document or the Final Offering Circular or any amendment or supplement thereto or necessary to make the statements therein not misleading, in each case to the extent, extent (but only to the extent, ) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning the Initial Purchaser, furnished to the Company or its agents by the Manager Initial Purchaser specifically for use therein; and, and subject to the limitation set forth immediately preceding this clause, will reimburse reimburse, as incurred, any legal or other expenses reasonably incurred by the Company, the Guarantor or any such Manager Indemnified Party director, officer or controlling person in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood action in respect thereof. Each of the Company and agreed the Guarantor hereby acknowledges that the only such information that the Initial Purchaser has furnished by to the Manager consists Company or its agents specifically for use in the Preliminary Offering Circular or the Final Offering Circular or any amendment or supplement thereto, are the statements set forth in the third paragraph and the third sentence of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first sixth paragraph under the heading caption “Plan of Distribution” in the Prospectus SupplementPreliminary Offering Circular and the Final Offering Circular. This indemnity agreement will be in addition to any liability that the Initial Purchaser may otherwise have to the indemnified parties.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares expressly for use therein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds received by such holder of Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof (provided, that failure to so notify such holder shall not relieve such holder from any liability it may have hereunder), and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling Person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof, but the fees and expenses reasonably incurred of such counsel subsequent to any assumption of the defense by such Manager Indemnified Party holder of Registrable Shares shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized in writing by such holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any Person for any settlement of any such action effected without such holder's written consent. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Company exercising its rights under this Article V, makes a claim for indemnification pursuant to this Section 5.06, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 5.06 provides for indemnification, in such case, then, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of Registrable Shares on the other in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of the Company on the one hand and of the holder of Registrable Shares on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the holder of Registrable Shares on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as case, (A) no such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists holder will be required to contribute any amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the Prospectus furnished on behalf meaning of Section 11(f) of the Manager: the name Securities Act) will be entitled to contribution from any person or entity who was not guilty of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch fraudulent misrepresentation.

Indemnification of Company. The Manager Underwriter will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, and (each, a an “Manager Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Manager the Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished Final Prospectus, any amendments or supplements thereto) Written Testing-the-Waters Communication or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager Underwriter consists of the following information concession and reallowance figures appearing in the fifth paragraph under the caption “Underwriting.” in the Final Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementUnderwriter.

Indemnification of Company. The Manager Distributor covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its Directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions expense and reasonable counsel fees incurred in respect thereofconnection therewith) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to insofar as the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Distributor. In no case (i) is the name indemnity of the Manager Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Company's Shares.

Indemnification of Company. The Manager In the event that the Company registers -------------------------- any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares expressly for use therein; provided, however, that such holder's obligations ----------------- hereunder shall be limited to an amount equal to the gross proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized by such Manager Indemnified Party in connection with investigating or defending against holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not action effected without such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementholder's consent.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers the Guarantors and each of its their respective directors and officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any Guarantor or any such Manager Indemnified Party respective director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timeand Preliminary Prospectus, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments amendment or supplements supplement thereto) or , any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus, ; or arise out of or are based upon (ii) the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and will reimburse any legal or other out-of-pocket expenses reasonably incurred by the Company or any Guarantor or any such respective director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that such Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement, and Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, in the preparation thereof. The Company the Guarantors and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood the Underwriters acknowledge and agreed agree that the only such information furnished by the Manager consists of the following information in the Prospectus or to be furnished on behalf of each Underwriter to the Manager: the name Company for inclusion in any part of the Manager contained in Registration Statement, the first Preliminary Prospectus and the Prospectus consists of the third paragraph, the third and fourth sentences of the seventh paragraph, and the eighth paragraph under the heading captions “Plan Underwriting (Conflicts of DistributionInterest)” in the Preliminary Prospectus Supplementand “Underwriting (Conflicts of Interest)” in the Prospectus.

Indemnification of Company. The Manager In the event that the Company registers any of the Warrant Stock under the Securities Act, the Holder will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation or otherwise, and, except as hereinafter provided, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically Holder expressly for use therein. In no event shall the Holder’s obligations hereunder exceed the net proceeds obtained by the Holder from the sale of the Warrant Stock. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against the Holder, the Company will notify the Holder in writing of the commencement thereof, and will reimburse any legal the Holder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against the Holder. The Company and each such director, officer, underwriter or other expenses reasonably incurred by such Manager Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the Holder unless employment of such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon counsel has been specifically authorized by the Holder. The Holder shall not be liable to indemnify any person for any settlement of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that action effected without the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementHolder’s consent.

Indemnification of Company. The Manager Subject to the provisions of this Section 4.9(b), a Purchaser will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning and its directors, officers, employees and agents (and any other Persons with a functionally equivalent role of Section 15 a Person holding such titles notwithstanding a lack of the Act such title or Section 20 of the Exchange Act any other title) (each, a “Manager Indemnified Company Party”)) harmless from any and all losses, against any lossesliabilities, obligations, claims, damages or liabilities to which contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Manager Indemnified Company Party may become subjectsuffer or incur, under up to the Actaggregate Subscription Amount paid by such Purchaser in the Offering, as a result of or relating to any breach of any of the Exchange Actrepresentations, warranties, covenants or agreements made by such Purchaser in this Agreement or in the other Federal or state statutory law or regulation or otherwiseTransaction Documents (collectively, insofar as such losses, claims, damages or liabilities (or actions “Company Excluded Claims”). If any action shall be brought against any Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify such Purchaser in writing, and such Purchaser shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company Party. Any Company Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company Party except to the extent that (i) arise out the employment thereof has been specifically authorized by such Purchaser in writing, (ii) such Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or are based upon any untrue statement or alleged untrue statement (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material fact contained in any part issue between the position of such Purchaser and the Registration Statement at any time, any Statutory Prospectus as position of any time, the Prospectus (as amended or supplemented if the such Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleadingParty, in each which case such Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. A Purchaser will not be liable to any Company Party under this Agreement (y) for any settlement by a Company Party effected without such Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damage, liability, action, litigation, damage or liability is attributable to a Company Excluded Claim. The indemnification required by this Section 4.9(b) shall be made by periodic payments of the amount thereof during the course of the investigation or proceeding whatsoever (whether defense, as and when bills are received or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Company Party against such Purchaser or others, it being understood and agreed that the only (y) any liabilities such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementPurchaser may be subject to pursuant to law.

Indemnification of Company. The Manager Purchaser will indemnify and hold harmless the Company, each of its trust managers , its officers, employees, agents, partners, members, and each of its officers who signs a Registration Statement affiliates and each person, if any, who controls the Company or within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager "Purchaser Indemnified Party”"), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing ProspectusCommunication (including without limitation, any Supplemental Marketing Material) or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager Purchaser specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, based upon commenced and in connection with the enforcement of this provision with respect to any such untrue statement or omission, or any such alleged untrue statement or omission of the above as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager Purchaser consists of the following information in the Prospectus Preliminary and Final Offering Circular furnished on behalf of the ManagerPurchaser: the name of the Manager contained in the first paragraph under the heading “caption "Plan of Distribution” in ," the Prospectus Supplementthird, fourth and fifth sentences of paragraph 11 and paragraph 12; provided, however, that the Purchaser shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company's failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager In the event that the Company registers any of your Shares under the Securities Act, you will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically you in your capacity as a selling stockholder and not otherwise, expressly for use thereintherein provided in such capacity, provided however, that your maximum liability hereunder shall be equal to the amount received by you from the sale of your Shares pursuant to the registration statement. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against you, the Company will notify you in writing of the commencement thereof, and will reimburse any legal you shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against you. The Company and each such director, officer, underwriter or other expenses reasonably incurred by such Manager Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at your expense unless employment of such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon counsel has been specifically authorized by you. You shall not be liable to indemnify any person for any settlement of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementaction effected without your consent.

Indemnification of Company. The Manager In the event that ADA-ES registers any of the Registrable Shares under the Securities Act, the Purchasers will indemnify and hold harmless the CompanyADA-ES, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company ADA-ES within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse ADA-ES and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company ADA-ES by the Manager specifically Purchasers expressly for use therein; provided, however, that the Purchaser's obligations hereunder shall be limited to an amount equal to the proceeds received by such Purchasers for the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Purchaser, ADA-ES shall notify the Purchaser in writing of the commencement thereof (provided, that failure to so notify the Purchaser shall not relieve such Purchaser from any liability it may have hereunder, except to the extent prejudiced by such failure), and will reimburse the Purchaser(s) shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to ADA-ES) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Purchaser. ADA-ES and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof, but the fees and expenses reasonably incurred of such counsel subsequent to any assumption of the defense by such Manager Indemnified Party Purchaser shall not be at the expense of the Purchaser unless employment of such counsel has been specifically authorized in writing by the Purchaser. The Purchaser(s) shall not be liable to indemnify any person for any settlement of any such action effected without such Purchaser's written consent (which consent shall not be unreasonably withheld or delayed). In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which ADA-ES, its officers, directors or controlling persons ("ADA-ES Indemnities") exercising its rights under this Article III, makes a claim for indemnification pursuant to this Section 3.05, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 3.05 provides for indemnification, in such case, then, ADA-ES Indemnity and Purchaser will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of ADA-ES Indemnity on the one hand and of the Purchaser on the other in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of ADA-ES Indemnity on the one hand and of the Purchaser on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by ADA-ES Indemnity on the one hand or by such Purchaser on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as such expenses are incurredcase, it being understood and agreed that (A) the only such information furnished by the Manager consists Purchaser(s) will not be required to contribute any amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the Prospectus furnished on behalf meaning of Section 11(f) of the Manager: the name Securities Act) will be entitled to contribution from any person or entity who was not guilty of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch fraudulent misrepresentation.

Indemnification of Company. The Manager Each Underwriter, severally and not jointly, will indemnify and hold harmless the Transaction Entities, the Company, each of its trust managers and each of its officers who signs a Registration Statement ’s directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act signs a registration statement and each Controlling Person (each, a “Manager Company Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager the Company Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus the General Disclosure Package as of any timethe Applicable Time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or any Section 5(d) Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph third and twelfth paragraphs under the heading caption “Plan of DistributionUnderwriting” in the Prospectus SupplementProspectus.

Indemnification of Company. The Manager Distributor covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its Directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any Shares, and (i) alleging a wrongful act of the Distributor or any of its employees, (ii) alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Company (as from time to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereoftime amended) arise out of or are based upon any untrue statement or alleged included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to insofar as the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Distributor or (iii) alleging that sales literature or other material prepared and distributed by the name Distributor pursuant to Article 4 included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading; provided, that, the Distributor does not agree to indemnify the Company or hold it harmless to the extent that the statements or omission in such sales literature or other material was made in reliance upon, and in conformity with, information furnished to the Distributor by or on behalf of the Manager Company. In no case (i) is the indemnity of the Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties by reason of its reckless disregard of its obligations and duties under this Agreement or by reason of its material breach of this Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Company's Shares.

Indemnification of Company. The Manager Subject to the provisions of this Section 6(f), each of the Purchasers, severally and not jointly will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and its directors, officers, shareholders, partners, employees and agents (each, a “Manager Indemnified Company Party”)) harmless from any and all losses, against any lossesliabilities, obligations, claims, damages or liabilities to which contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Manager Indemnified Company Party may become subjectsuffer or incur as a result of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by the Purchaser in this Agreement or (ii) any action instituted against the Company, or any Company Party or their respective Affiliates, by any stockholder of the Company, with respect to any of the transactions contemplated by this Agreement if such action is based upon a breach of the representation, warranties or covenants of such Purchaser under the Act, the Exchange Act, other Federal this Agreement or any violation by such Purchaser of state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions federal securities laws. If any action shall be brought against any Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the applicable Purchaser in writing, and such Purchaser shall have the right to assume the defense thereof with counsel of its own choosing. Any Company Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company Party except to the extent that (A) arise out the employment thereof has been specifically authorized by the indemnifying Purchaser in writing; (B) the indemnifying Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or are based upon any untrue statement or alleged untrue statement (C) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material fact contained in any part issue between the position of the Registration Statement at indemnifying Purchaser and the position of such Company Party. The Purchaser will not be liable to any timeCompany Party under this Agreement (I) for any settlement by a Company Party effected without the indemnifying Purchaser’s prior written consent, any Statutory Prospectus as of any timewhich shall not be unreasonably withheld, the Prospectus conditioned or delayed; or (as amended or supplemented if the Company shall have furnished any amendments or supplements theretoII) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any Company Party’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished agreements made by the Manager consists of the following information Company in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementthis Agreement.

Indemnification of Company. The Manager Distributor covenants and --------------------------- agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its Directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions expense and reasonable counsel fees incurred in respect thereofconnection therewith) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to insofar as the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Distributor. In no case (i) is the name indemnity of the Manager Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Company's Shares.

Indemnification of Company. The Manager With respect to written information furnished to the Company by or on behalf of a Holder specifically for use in any Applicable Registration Statement, any related preliminary prospectus, or any related prospectus or any supplement or amendment thereto, such Holder will severally indemnify and hold harmless the Company, each of and its trust managers directors, officers and employees and each of its officers who signs a Registration Statement and each personPerson, if any, who controls "controls" the Company (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), Securities Act) against any losses, claims, damages or liabilities liabilities, joint or several, or actions in respect thereof, to which the Company or such Manager Indemnified Party other Person entitled to indemnification hereunder may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) thereof arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any material fact contained in any part of the such Registration Statement at any timeStatement, any Statutory Prospectus as of any timesuch preliminary prospectus, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) such prospectus, or any Issuer Free Writing Prospectussuch amendment or supplement thereto, or arise out of of, or are based upon upon, the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that and such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Holder will reimburse the Company by the Manager specifically and such other Persons for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party them in connection with investigating or defending against any such loss, claim, damage, liabilityliability or action; but in the case of all of the foregoing to the extent, actionand only to the extent, litigationthat the same arises out of, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)based upon, whether threatened or commenced, based upon any such an untrue statement of a material fact or omissionan omission to state a material fact in such Registration Statement, such preliminary prospectus, or such prospectus or any such alleged untrue statement amendment or omission as supplement thereto in reliance upon, and in conformity with, such expenses are incurredwritten information; PROVIDED, it being understood and agreed HOWEVER, that the only liability of any Holder under this Section 8.2 (including under this sentence and the last sentence of this Section 8.2(b)) shall be limited to the amount of proceeds (net of expenses and underwriting discounts and commissions) received by such information furnished Holder in the offering giving rise to such liability. Subject to the limitation set forth in the preceding proviso, the Holder will also indemnify underwriters, selling brokers, dealer managers, and similar securities industry professionals, participating in any distribution of the Registrable Securities in which such Holder participates in connection with any Applicable Registration Statement, their officers and directors and each Person who "controls" such Persons (within the meaning of the Securities Act) to the same extent as provided herein with respect to the indemnification of the Company, if so requested by the Manager consists Company, but only if and to the extent that the Company also indemnifies such Persons to the same extent as provided herein with respect to the Company's indemnification of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch Holder.

Indemnification of Company. The Manager In the event of a registration of any of the Registrable Shares under the Securities Act pursuant hereto each seller of such Registrable Shares thereunder, severally and not jointly, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 the Securities Act, each officer of the Act or Section 20 Company who signs the registration statement, each director of the Exchange Act (eachCompany, a “Manager Indemnified Party”)each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against any all losses, claims, damages or liabilities liabilities, joint or several, as and when incurred, to which the Company or such Manager Indemnified Party officer, director, underwriter or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, registration statement under which such Registrable Shares were registered under the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Securities Act pursuant hereto or any Issuer Free Writing Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action, provided, that such seller will be liable hereunder in any such case to the extent, but if and only to the extentextent that any such loss, that such claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining to such seller, as such, furnished in writing to the Company by the Manager such seller specifically for use thereinin such registration statement or prospectus, and will reimburse any legal or other expenses reasonably incurred provided, that the liability of each seller hereunder shall be limited to the proceeds received by such Manager Indemnified Party seller from the sale of Registrable Shares covered by such registration statement. Notwithstanding the foregoing, the indemnity provided in connection with investigating or defending against this Section 9.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not expense if such Manager Indemnified Party settlement is a party thereto), whether threatened or commenced, based upon any effected without the consent of such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementindemnified party.

Indemnification of Company. The Manager Subject to the provisions of this Section 5.9, the Investor will indemnify and hold harmless the CompanyCompany and its officers, each of its trust managers directors and Affiliates (collectively, the “Company Parties” and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Company Party”), against harmless from any losses, claims, damages or liabilities to which such Manager Indemnified and all Losses that any Company Party may become subjectsuffer or incur, under solely to the Actextent relating to written information furnished by Investor expressly for use in connection with a Registration Statement, the Exchange Act, other Federal where such written information is finally adjudicated by an award from a court of competent jurisdiction or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities a binding arbitration award to contain (or actions in respect thereofa) arise out of or are based upon any untrue statement or alleged a knowingly untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectussuch information, or arise out of (b) an intentional omission from such information or are based upon the omission or the alleged omission of a material fact required to be stated therein or information necessary to make the statements therein information provided not misleading. If any action described in the foregoing paragraph shall be brought against a Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the Investor in each case writing, and the Investor shall have the right to assume the defense thereof with counsel of its own choosing. The Company Parties shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Company Parties except to the extent that (i) the employment thereof has been specifically authorized by the Investor in writing in advance, or (ii) the Investor has failed after a reasonable period of time to assume such defense and to employ counsel. The Investor will not be liable to the Company Parties under this Agreement (i) for any settlement by a Company Party effected without the Investor’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished agreements made by the Manager consists of the following information Company in this Agreement or in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementother Transaction Documents.

Indemnification of Company. The Manager In the event that the Company -------------------------- registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares expressly for use therein; provided, however, that -------- ------- such holder's obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against -27- such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized by such Manager Indemnified Party in connection with investigating or defending against holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such lossaction effected without such holder's consent. No holder of Registrable Shares shall, claimexcept with the approval of each party being indemnified under this Section 5.06, damage, liability, action, litigation, investigation consent to entry of any judgment or proceeding whatsoever (whether or enter into any settlement which does not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission include as such expenses are incurred, it being understood and agreed that an unconditional term thereof the only such information furnished giving by the Manager consists claimant or plaintiff to the parties being so indemnified of the following information a release from all liability in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementrespect to such claim or litigation.

Indemnification of Company. The Manager In the event that the Company --------------------------- registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through which any of such shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachand all other Holders and their respective officers, a “Manager Indemnified Party”), directors and controlling persons from and against any and all losses, claims, damages damages, expenses or liabilities (or any action in respect thereof), joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such Holder, expressly for use therein; provided, however, that such Holder's obligations hereunder shall be limited to an amount equal to the proceeds to such Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder of Registrable Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and will reimburse such Holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or any underwriter or controlling person by counsel retained by or on the behalf of such Holder would be inappropriate due to conflicts of interest between any such person and any other expenses reasonably incurred party represented by such Manager Indemnified Party counsel in connection with investigating such proceeding or defending against action, in which case such Holder shall pay, as incurred, the reasonable fees and expenses of such separate counsel. Such Holder shall not be liable to indemnify any person for any settlement of any such lossaction effected without such Holder's consent (which consent shall not be unreasonably withheld). Such Holder shall not, claim, damage, liability, action, litigation, investigation or proceeding whatsoever except with the approval of the person being indemnified (whether or which approval shall not such Manager Indemnified Party is a party theretobe unreasonably withheld), whether threatened consent to entry of any judgment or commenced, based upon enter into any such untrue statement or omission, or any such alleged untrue statement or omission settlement that does not include as such expenses are incurred, it being understood and agreed that an unconditional term thereof the only such information furnished giving by the Manager consists claimant or plaintiff to the party being so indemnified of the following information a release from all liability in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementrespect to such claim or litigation.

Indemnification of Company. The Manager Distributor covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its Directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions expense and reasonable counsel fees incurred in respect thereofconnection therewith) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to insofar as the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of Distributor. In no case (i) is the Manager specifically for use thereinindemnity of Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify Distributor of any claim shall not relieve Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any legal counsel retained by them. Distributor agrees to notify the Company promptly of the commencement of any litigation or other expenses reasonably incurred by such Manager Indemnified Party proceedings against it or any of its officers in connection with investigating or defending against the issue and sale of any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementCompany’s Shares.

Indemnification of Company. The Manager will indemnify and hold harmless the Company, each of its trust managers directors who signs a Registration Statement and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory part of the General Disclosure Package, any Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing ProspectusProspectus or any Non-Prospectus Road Show or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse each Manager Indemnified Party for any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information its legal and marketing name included in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementProspectus.

Indemnification of Company. The Manager In the event of a registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement each seller of such Registrable Shares thereunder, severally and not jointly, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 the Securities Act, each officer of the Act or Section 20 Company who signs the registration statement, each director of the Exchange Act (eachCompany, a “Manager Indemnified Party”)each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against any all losses, claims, damages or liabilities liabilities, joint or several, as and when incurred, to which the Company or such Manager Indemnified Party officer, director, underwriter or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, registration statement under which such Registrable Shares were registered under the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Securities Act pursuant hereto or any Issuer Free Writing Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action, provided, that such seller will be liable hereunder in any such case to the extent, but if and only to the extentextent that any such loss, that such claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining to such seller, as such, furnished in writing to the Company by the Manager such seller specifically for use thereinin such registration statement or prospectus, and will reimburse any legal or other expenses reasonably incurred provided, that the liability of each seller hereunder shall be limited to the proceeds received by such Manager Indemnified Party seller from the sale of Registrable Shares covered by such registration statement. Notwithstanding the foregoing, the indemnity provided in connection with investigating or defending against this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever expense if such settlement is effected without the consent of such indemnifying party (whether which consent shall not be unreasonably withheld or not such Manager Indemnified Party is a party theretodelayed), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.

Indemnification of Company. The Manager In the event that the Company registers -------------------------- the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus, or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectussupplemented), or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Share expressly for use therein; provided, however, that such holder's -------- ------- obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse any legal such holder of the Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or other expenses reasonably incurred by such Manager Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating or defending against any such lossaction and to participate in the defense thereof, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, if the Company or any such alleged untrue statement director, officer, underwriter or omission as controlling person believes that his or its interests are adverse to those of such holder of Registrable Shares. The fees and expenses are incurredof one such counsel shall be paid by such holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such action effected without such holder's consent, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementwhich consent shall not be unreasonably delayed.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, PBIO will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against PBIO, the Company shall notify PBIO in writing of the commencement thereof (provided, that failure to so notify PBIO shall not relieve PBIO from any liability it may have hereunder, except to the extent prejudiced by such failure), and each personPBIO shall, if anysubject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who controls shall be counsel reasonably satisfactory to the Company within Company) and the meaning payment of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, expenses insofar as such losses, claims, damages or liabilities (or actions action shall relate to the alleged liability in respect of which indemnity may be sought against PBIO. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof) arise out , but the fees and expenses of or are based upon such counsel subsequent to any untrue statement or alleged untrue statement assumption of the defense by PBIO shall not be at the expense of PBIO unless employment of such counsel has been specifically authorized in writing by PBIO. PBIO shall not be liable to indemnify any person for any settlement of any material fact contained such action effected without PBIO's written consent (which consent shall not be unreasonably withheld or delayed). In order to provide for just and equitable contribution to joint liability under the Securities Act in any part of case in which the Registration Statement at any timeCompany, any Statutory Prospectus as of any timeits officers, directors or controlling persons ("Company Indemnitees") exercising its rights under this Article III, makes a claim for indemnification pursuant to this Section 3.05, but it is judicially determined (by the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission entry of a material fact required final judgment or decree by a court of competent jurisdiction and the expiration of time to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.appeal

Indemnification of Company. The Manager Subject to the provisions of this Section 5.8, the Investor will indemnify and hold harmless the Company, each of its trust managers Affiliates and attorneys, and each of its officers who signs a Registration Statement their respective directors, officers, shareholders, partners, employees, agents, and each person, if any, any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachcollectively, the “Company Parties” and each a “Manager Indemnified Company Party”), against harmless from any losses, claims, damages or liabilities to which such Manager Indemnified and all Losses that any Company Party may become subject, under the Act, the Exchange Act, other Federal suffer or state statutory law or regulation or otherwise, insofar incur as such losses, claims, damages or liabilities (or actions in respect thereof) arise out a result of or are based upon relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Investor in this Agreement or in the other Transaction Documents, or (b) solely to the extent relating to written information furnished by Investor expressly for use in connection with a Registration Statement, either (i) any untrue statement or alleged untrue statement of any a material fact contained in such information or (ii) any part omission or alleged omission from such information that renders such information incomplete or otherwise non-compliant with the Act. If any action shall be brought against a Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the Investor in writing, and the Investor shall have the right to assume the defense thereof with counsel of its own choosing. The Company Parties shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Registration Statement at Company Parties except to the extent that (i) the employment thereof has been specifically authorized by the Investor in writing, (ii) the Investor has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any time, any Statutory Prospectus as material issue between the position of any time, the Prospectus (as amended or supplemented if Investor and the position of the Company Parties. The Investor will not be liable to the Company Parties under this Agreement (i) for any settlement by a Company Party effected without the Investor’s prior written consent, which shall have furnished any amendments not be unreasonably withheld or supplements theretodelayed; or (ii) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damage, liability, action, litigation, investigation damage or proceeding whatsoever (whether or not such Manager Indemnified Party liability is a party thereto), whether threatened or commenced, based upon attributable to Company’s breach of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information representations, warranties, covenants or agreements made by Investor in this Agreement or in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.other Transaction Documents

Indemnification of Company. The Manager will Placement Agent shall indemnify and hold harmless the CompanyCompany and its directors, each of its trust managers and each of its officers who signs a signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachcollectively, the “Company Indemnified Parties,” and each a “Manager Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), against any lossesjoint or several, claims, damages or liabilities to which such Manager Company Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at any timePreliminary Prospectus, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, any “issuer information” filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or are based upon the Final Prospectus, or in any amendment or supplement thereto, or (ii) the omission or the alleged omission to state in any part of any Preliminary Prospectus, any Statutory Prospectus as of any time, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Final Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager Placement Agent specifically for use therein, which information the parties hereto agree is limited to the Placement Agent’s Information, and will shall reimburse the Company Indemnified Party for any legal or other expenses reasonably incurred by such Manager Indemnified Party party in connection with investigating or preparing to defend or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)proceeding, whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability which the Placement Agent might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party. Notwithstanding the provisions of this Section 9(b), it being understood and agreed that the only such information furnished in no event shall any indemnity by the Manager consists of Placement Agent under this Section 9(b) exceed the following information in Placement Fee received by the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementPlacement Agent.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of Company and its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any such Manager Indemnified Party director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timeand Preliminary Prospectus, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments amendment or supplements supplement thereto) or , any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus; or (ii) with respect to the Registration Statement, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or, with respect to the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made not misleading; and will reimburse any legal or other out-of-pocket expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that such Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement, and Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, in the preparation thereof. The Company and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood the Underwriters acknowledge and agreed agree that the only such information furnished by the Manager consists of the following information in the Prospectus or to be furnished on behalf of each Underwriter to the Manager: the name Company for inclusion in any part of the Manager contained in Registration Statement, the Preliminary Prospectus and the Prospectus consists of the first paragraph under the sub-heading “Plan Underwriting Discounts and Expenses”, the first and second paragraphs under the sub-heading “Price Stabilization, Short Positions and Penalty Bids”, the first and second paragraph under the sub-heading “Electronic Distribution,” the first paragraph under the sub-heading “Conflicts of DistributionInterest” and the first, second and third paragraphs under the sub-heading “Other Relationships” under the captions “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus Supplementand “Underwriting” in the Prospectus.

Indemnification of Company. The Manager Subject to the provisions of this Section 6(f), each Purchaser, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and its directors, officers, shareholders, partners, members, employees and agents (each, a “Manager Indemnified Company Party”)) harmless from any and all losses, against any lossesliabilities, obligations, claims, damages or liabilities to which contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Manager Indemnified Company Party may become subjectsuffer or incur as a result of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by such Purchaser in this Agreement or (ii) any action instituted against the Company, any Company Party or their respective Affiliates, by any stockholder of the Company or other person, with respect to any of the transactions contemplated by this Agreement if such action is based upon a breach of the representation, warranties or covenants of such Purchaser under the Act, the Exchange Act, other Federal this Agreement or any violation by such Purchaser or any Purchaser Party thereof of state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions federal securities laws. If any action shall be brought against any Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the applicable Purchaser in writing, and such Purchaser shall have the right to assume the defense thereof with counsel of its own choosing. Any Company Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company Party except to the extent that (A) arise out the employment thereof has been specifically authorized by such Purchaser in writing; (B) such Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel reasonably acceptable to such Company Party or are based upon any untrue statement or alleged untrue statement (C) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material fact contained in issue between the position of such Purchaser and the position of such Company Party. No Purchaser will be liable to any part of the Registration Statement at Company Party under this Agreement (I) for any timesettlement by a Company Party effected without such Purchaser’s prior written consent, any Statutory Prospectus as of any timewhich shall not be unreasonably withheld, the Prospectus conditioned or delayed; or (as amended or supplemented if the Company shall have furnished any amendments or supplements theretoII) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any Company Party’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, agreements made by the Company in this Agreement or any such alleged untrue statement Company Party’s violation of state or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementfederal securities laws.

Indemnification of Company. The Manager will Distributor agrees to indemnify and an hold harmless the Company, each of Company and its trust managers Directors and each of its such officers who signs a as shall have signed any Registration Statement from and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any and all losses, claims, damages or liabilities liabilities, joint or several, to which the Company or such Manager Indemnified Party Directors or officers may become subjectsubject under the Securities Act, under any other statute, at common law or otherwise, and will reimburse the ActCompany, the Exchange ActFunds or such Director or officers for any legal or other expenses (including the cost of any investigation and preparation) reasonably incurred by it or them or any of them in connection with any claim or litigation, other Federal whether or state statutory law or regulation or otherwisenot resulting in any liability, insofar as such losses, claimsclaims damages, damages liabilities or liabilities (or actions in respect thereof) litigation arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise any amendment thereof or supplement thereto, or arising out of of, or are based upon upon, the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue which statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically Distributor for use therein, and will reimburse inclusion in any legal Registration Statement or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omissionProspectus, or any amendment thereof or supplement thereto. The Distributor shall not be liable for amounts paid in settlement of any such alleged untrue statement litigation if such settlement was effected without its consent. The Company and its Directors and such officers, defendant or omission as defendants, in any such expenses are incurredlitigation shall, it being understood and agreed that promptly after the only complaint shall have been served upon the Company or any such information furnished by Director of officer in respect of which indemnity may be sought from the Manager consists Distributor on account of its agreement contained in this paragraph, notify the Distributor in writing of the following information commencement thereof. The omission of the Company or such Director or officer to notify the Distributor of any such litigation shall relieve the Distributor from any liability which it may have to the Fund or such Director or officer on account of the indemnity agreement contained in this paragraph, but shall not relieve the Prospectus furnished Distributor from any liability which it may have to the Company or such Director or officer otherwise than on account of the indemnity agreement contained in this paragraph. In case any such litigation shall be brought against the Company or any such Director or officer and notice of the commencement thereof shall have been so given to the Distributor, the Distributor shall be entitled to participate in (and, to the extent that it wish, to direct) the defense thereof at its own expense but such defense shall be conducted by counsel of good standing and satisfactory to the Company. The indemnity agreement of the Distributor contained in this paragraph shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Manager: the name Company and shall survive any delivery of shares of the Manager contained Funds. The Distributor agrees to notify the Company promptly of the commencement of any litigation or proceeding against it or any of its officers or directors or against any such controlling person of which it may advised, in connection with the first paragraph under issue and sale of the heading “Plan of Distribution” in the Prospectus SupplementFund's shares.

Indemnification of Company. The Manager Subject to the provisions of this Section 4.7, Purchaser will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand its directors, a “Manager Indemnified Party”)officers, against shareholders, members, partners, employees and agents harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which such Manager Indemnified Party may become subjectany breach of any of the representations, under warranties, covenants or agreements made by the Act, Purchaser in this Agreement. If any action shall be brought against the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify Purchaser in writing, and the Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required to be stated therein or necessary to make conflict on any material issue between the statements therein not misleadingposition of the Company and the position of Purchaser, in each which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Purchaser will not be liable to the Company under this Agreement (i) for any settlement by the Company effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any of the Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omissionagreements made by the Company in this Agreement, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists (iii) in an amount in excess of Purchaser’s gain upon Purchaser’s sale of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementConversion Shares and/or Warrant Shares acquired pursuant to this Agreement.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each Preferred Shareholder holding such Registrable Shares will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such Preferred Shareholder expressly for use therein; provided, however, that each Preferred Shareholder's obligations hereunder shall be limited to an amount equal to the proceeds received by such holder of Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against a Preferred Shareholder, the Company will notify such Preferred Shareholder in writing of the commencement thereof (provided, that failure to so notify such Preferred Shareholder shall not relieve such Preferred Shareholder from any liability it may have hereunder), and will reimburse such Preferred Shareholder shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Preferred Shareholder. The Company and each such director, officer, underwriter or controlling Person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof, but the fees and expenses reasonably incurred of such counsel subsequent to any assumption of the defense by such Manager Indemnified Party Preferred Shareholder shall not be at the expense of such Preferred Shareholder unless employment of such counsel has been specifically authorized in writing by such Preferred Shareholder. A Preferred Shareholder shall not be liable to indemnify any Person for any settlement of any such action effected without such Preferred Shareholder's written consent. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Company exercising its rights under this Agreement, makes a claim for indemnification pursuant to this Section 2.06, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 2.06 provides for indemnification, in such case, then, the Company and the Preferred Shareholders will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the Company and each Preferred Shareholder in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of the Company and of each Preferred Shareholder shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by either Preferred Shareholder, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as such expenses are incurredcase, it being understood and agreed that the only such information furnished by the Manager consists (A) a Preferred Shareholder will not be required to contribute any amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no Person guilty of fraudulent misrepresentation (within the Prospectus furnished on behalf meaning of Section 11(f) of the Manager: the name Securities Act) will be entitled to contribution from any Person who was not guilty of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch fraudulent misrepresentation.

Indemnification of Company. The Manager Distributor covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its officers who signs a Registration Statement Directors, officers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions expense and reasonable counsel fees incurred in respect thereofconnection therewith) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares or Creation Units, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to insofar as the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Distributor. Without limiting the name generality of the Manager foregoing, Distributor shall indemnify and hold the Company harmless from and against any and all actual losses, expenses, and liabilities (including reasonable attorneys’ fees) that the Company may sustain or incur arising out of any breach of this Agreement. In no case (i) is the indemnity of the Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Company’s Shares or Creation Units.

Indemnification of Company. The Manager Each Underwriter, severally and not jointly, will indemnify and hold harmless the Transaction Entities, the Company, each of its trust managers and each of its officers who signs a Registration Statement ’s directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act signs a registration statement and each Controlling Person (each, a “Manager Company Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager the Company Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus the General Disclosure Package as of any timethe Applicable Time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or any Section 5(d) Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph third and thirteenth (with respect to stabilization) paragraphs under the heading caption “Plan of DistributionUnderwriting” in the Prospectus SupplementProspectus.

Indemnification of Company. The Manager Subject to the provisions of this Section 4.7, each Purchaser (other than institutional investors) severally and not jointly with the other Purchasers, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand its directors, a “Manager Indemnified Party”)officers, against shareholders, members, partners, employees and agents harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which such Manager Indemnified Party may become subjectany breach of any of the representations, under warranties, covenants or agreements made by the Act, Purchaser in this Agreement. If any action shall be brought against the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify such Purchaser in writing, and the Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company except to the extent that: (i) the employment thereof has been specifically authorized by the Purchaser in writing; (ii) the Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel; or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required to be stated therein or necessary to make conflict on any material issue between the statements therein not misleadingposition of the Company and the position of such Purchaser, in each which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Such Purchaser will not be liable to the Company under this Agreement: (i) for any settlement by the Company effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any of the Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished agreements made by the Manager consists Company in this Agreement; or (iii) in an amount in excess of such Purchaser’s gain upon such Purchaser’s sale of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementCommon Stock and/or Warrant Shares acquired pursuant to this Agreement.

Indemnification of Company. The Manager Subject to the provisions of this Section 4.7, each Purchaser severally and not jointly with the other Purchasers, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand its directors, a “Manager Indemnified Party”)officers, against shareholders, members, partners, employees and agents harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which such Manager Indemnified Party may become subjectany breach of any of the representations, under warranties, covenants or agreements made by the Act, Purchaser in this Agreement. If any action shall be brought against the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify such Purchaser in writing, and the Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required to be stated therein or necessary to make conflict on any material issue between the statements therein not misleadingposition of the Company and the position of such Purchaser, in each which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Such Purchaser will not be liable to the Company under this Agreement (i) for any settlement by the Company effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any of the Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omissionagreements made by the Company in this Agreement, or any (iii) in an amount in excess of such alleged untrue statement or omission as Purchaser’s gain upon such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists Purchaser’s sale of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementCommon Stock acquired pursuant to this Agreement.