Common use of Indemnification of Underwriter Clause in Contracts

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

Indemnification of Underwriter. The Company will Trust agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each personperson who has been, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statementis, or in any Preliminary Prospectusmay hereafter be a director, any Statutory Prospectusofficer, the Prospectusemployee, any “road show” as defined in Rule 433(h) shareholder or control person of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending Underwriter against any loss, claim, damage, liability, action, litigation, investigation damage or proceeding whatsoever expense (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and including the reasonable costs of investigation) reasonably incurred by any of them in connection with the enforcement matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents persons in reliance upon the performance of Underwriter's duties or from the reckless disregard by any of such persons of Underwriter's obligations and in conformity with written information furnished duties under this Agreement, for all of which exceptions Underwriter shall be liable to the Company Trust. The Trust will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the Underwriter through advance if it is ultimately determined that such person is not entitled to indemnification. In order that the Representative specifically for use thereinindemnification provisions contained in this Paragraph 9 shall apply, it being is understood that if in any case the Trust may be asked to indemnify Underwriter or any other person or hold Underwriter or any other person harmless, the Trust shall be fully and agreed promptly advised of all pertinent facts concerning the situation in question, and it is further understood that Underwriter will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust. The Trust shall have the option to defend Underwriter and any such person against any claim which may be the subject of this indemnification, and in the event that the only such information furnished by Trust so elects it will so notify Underwriter, and thereupon the Underwriter consists Trust shall take over complete defense of the information described as claim, and neither Underwriter nor any such person shall in subsection such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. Underwriter shall in no case confess any claim or make any compromise in any case in which the Trust will be asked to indemnify Underwriter or any such person except with the Trust's written consent. Notwithstanding any other provision of this Agreement, Underwriter shall be entitled to receive and act upon advice of counsel (bwho may be counsel for the Trust or its own counsel) belowand shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any 18 Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below.

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

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

Indemnification of Underwriter. The Company will Trust agrees to indemnify and hold harmless Underwriter and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of Underwriter against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of Underwriter's duties or from the reckless disregard by any of such persons of Underwriter's obligations and duties under this Agreement, for all of which exceptions Underwriter shall be liable to the Trust. The Trust will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon the undertaking by or on behalf of such person to repay the advance if it is ultimately determined that such person is not entitled to indemnification. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Trust may be asked to indemnify Underwriter or any other person or hold Underwriter or any other person harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that Underwriter will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust. The Trust shall have the option to defend Underwriter and any such person against any claim which may be the subject of this indemnification, and in the event that the Trust so elects it will so notify Underwriter, and thereupon the Trust shall take over complete defense of the claim, and neither Underwriter nor any such person shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. Underwriter shall in no case confess any claim or make any compromise in any case in which the Trust will be asked to indemnify Underwriter or any such person except with the Trust's written consent. Notwithstanding any other provision of this Agreement, Underwriter shall be entitled to receive and act upon advice of counsel (who may be counsel for the Trust or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations. The Trust shall indemnify and hold harmless Underwriter, its partners, members, directors, officers, employees, shareholders, agents, control persons and affiliates of any thereof from and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such lossesdamages, claims, damages or suits, actions, demands, expenses and liabilities (whether with or actions without basis in respect thereof) arise out of fact or are based upon any untrue statement or alleged untrue statement law), including legal fees and expenses and investigation expenses, of any material fact contained in and every nature which Underwriter may sustain or incur or which may be asserted against Underwriter by any part of any Registration Statement, person (including reasonable counsel fees) that Underwriter may incur or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact be required to be stated therein or necessary to make the statements therein not misleadingpay hereafter, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating any action, suit or defending against other proceeding, whether civil or criminal, before any losscourt, administrative or legislative body, in which Underwriter may be involved as a party or otherwise or with which Underwriter may be threatened, by reason of the distribution-related activities of the Trust, for the period prior to Underwriter's assumption of its responsibilities pursuant to this Agreement. Underwriter shall notify promptly the Trust of the commencement of any complaint, claim, damagelitigation or proceedings against Underwriter, liabilityany of its directors, actionofficers, litigation, investigation employees or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and others in connection with any shareholder information for the enforcement period prior to Underwriter's assumption of its responsibilities pursuant to this provision with respect Agreement. Underwriter shall provide to the Trust a total of any and all idemnification costs that Underwriter claims pursuant to this Agreement for the Trust's approval, which approval shall not be unreasonably withheld. In no event shall Underwriter be liable to the Trust or any third party for any damages, even if advised of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any possibility of such documents damages, in reliance upon and in conformity connection with written information furnished any distribution-related activity or regulatory requirement for the period prior to the Company by or on behalf Underwriter's assumption of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowits responsibilities pursuant to this Agreement.

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

Indemnification of Underwriter. The Company will agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act to the extent and in the manner set forth in clauses (each, an “Indemnified Party”i), (ii) and (iii) below: against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Statement (or any Written Testing-the-Waters Communication amendment thereto) or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; any untrue statement or alleged untrue statement of a material fact included in the Preliminary Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the 1933 Act (when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such issuer free writing prospectus), any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) under the 1933 Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; against any and will reimburse each Indemnified Party for all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any legal litigation, or other expenses reasonably any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Indemnified Party the Underwriter), incurred in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (whether i) or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred(ii) above; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood or any Preliminary Prospectus, any Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); provided further that the parties acknowledge and agreed agree that the only such information furnished by that the Underwriter consists of has furnished to the Company specifically for inclusion in the Registration Statement, Preliminary Prospectus, any Permitted Free Writing Prospectus and Prospectus (or any amendment or supplement thereto) is the information described as such appearing in subsection (b) belowthe third, fourth and fifth paragraphs under the heading "Underwriting" in the Preliminary Prospectus and Prospectus.

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

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

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

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

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

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

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

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

Indemnification of Underwriter. The Company will Trust agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each personperson who has been, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statementis, or in any Preliminary Prospectusmay hereafter be a director, any Statutory Prospectusofficer, the Prospectusemployee, any “road show” as defined in Rule 433(h) shareholder or control person of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending Underwriter against any loss, claim, damage, liability, action, litigation, investigation damage or proceeding whatsoever expense (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and including the reasonable costs of investigation) reasonably incurred by any of them in connection with the enforcement matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents persons in reliance the performance of Underwriter's duties or from the reckless disregard by any of such persons of Underwriter's obligations and duties under this Agreement. The Trust will advance attorneys' fees or other expenses incurred by any such person in defending a proceeding, upon and in conformity with written information furnished to the Company undertaking by or on behalf of such person to repay the Underwriter through advance if it is ultimately determined that such person is not entitled to indemnification. In order that the Representative specifically for use thereinindemnification provisions contained in this Paragraph 9 shall apply, it being is understood that if in any case the Trust may be asked to indemnify Underwriter or any other person or hold Underwriter or any other person harmless, the Trust shall be fully and agreed promptly advised of all pertinent facts concerning the situation in question, and it is further understood that Underwriter will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust. The Trust shall have the option to defend Underwriter and any such person against any claim which may be the subject of this indemnification, and in the event that the only such information furnished by Trust so elects it will so notify Underwriter, and thereupon the Underwriter consists Trust shall take over complete defense of the information described as claim, and neither Underwriter nor any such person shall in subsection such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. Underwriter shall in no case confess any claim or make any compromise in any case in which the Trust will be asked to indemnify Underwriter or any such person except with the Trust's written consent. Notwithstanding any other provision of this Agreement, Underwriter shall be entitled to receive and act upon advice of counsel (bwho may be counsel for the Trust or its own counsel) belowand shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations.

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any Registration Statement, or in any Preliminary Prospectustime, any Statutory ProspectusProspectus as of any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) below. Insofar as the foregoing indemnity agreement, or the representations and warranties contained in Section 2(b) hereof, may permit indemnification for liabilities under the Act, the Exchange Act, other Federal or state statutory law or regulation of any person who is the Underwriter or a partner or controlling person of the Underwriter within the meaning of Section 15 of the Act and who, at the date hereof, is a director, officer or controlling person of the Company, the Company has been advised that in the opinion of the Commission such provisions may contravene Federal public policy as expressed in the Act and may therefore be unenforceable. In the event that a claim for indemnification under such agreement or such representations and warranties for any such liabilities (except insofar as such agreement provides for the payment by the Company of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such a person, the Company will submit to a court of appropriate jurisdiction (unless in the opinion of counsel for the Company the matter has already been settled by controlling precedent) the question of whether or not indemnification by it for such liabilities is against public policy as expressed in the Act and therefore unenforceable, and the Company will be governed by the final adjudication of such issue.

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

Indemnification of Underwriter. The Company will shall indemnify and hold harmless the Underwriter, its partners, members, the directors, officers, employees, agents, affiliates employees and agents of the Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, and any action in respect thereof, to which such Indemnified Party they or any of them may become subject, under the Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (or actions action in respect thereof) arise thereof arises out of of, or are is based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement, or in any Preliminary the Basic Prospectus, any Statutory Preliminary Final Prospectus, the Final Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise arises out of of, or are is based upon upon, the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse each Indemnified Party such indemnified party for any legal or and other expenses reasonably incurred by each such Indemnified Party indemnified party in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement in or omission or alleged omission from made in the Form T-1 or made in the Registration Statement, the Basic Prospectus, any of such documents Preliminary Final Prospectus, the Final Prospectus, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use inclusion therein; provided further, it being understood and agreed that as to any Preliminary Final Prospectus, this indemnity agreement shall not inure to the only such information furnished benefit of the Underwriter on account of any loss, claim, damage, liability or action arising from the sale of the Securities to any person by the Underwriter consists if the Underwriter failed to send or give a copy of the information described as Final Prospectus to that person within the time required by the Act, and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such Preliminary Final Prospectus was corrected in subsection (b) belowthe Final Prospectus, unless such failure resulted from non-compliance by the Company with Section 3(b). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Underwriter, the directors, officers, employees and agents of the Underwriter and any person who controls the Underwriter within the meaning of either the Act or the Exchange Act.

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

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

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

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

Indemnification of Underwriter. The Company will and the Subsidiary Guarantors, jointly and severally, agree to indemnify and hold harmless (i) the Underwriter, its partners, members, directors, officers, employees, agents, affiliates and (ii) each person, if any, who controls the Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and (eachiii) the respective officers, an “Indemnified Party”)directors, partners, employees, representatives, affiliates and agents of the Underwriter or person referenced in clause (ii) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or liabilitiesother expenses reasonably incurred in connection with defending or investigating any such action or claim, joint which expenses shall be paid as incurred) arising out of or severalbased upon (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof (including any information deemed to be a part thereof pursuant to Rule 430B or Rule 430C of the 1933 Act Regulations) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, to which such Indemnified Party may become subjectnot misleading or (y) or any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, under the Actany preliminary prospectus, the Exchange ActPricing Disclosure Package or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), other Federal or by any omission or alleged omission to state statutory law therein a material fact required to be stated therein or regulation or otherwisenecessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or omission or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written any information relating to the Underwriter furnished to the Company in writing by or on behalf of the Underwriter through the Representative specifically Underwriter expressly for use therein, therein (it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowSection 6(f)).

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

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

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

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

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

Indemnification of Underwriter. The Company will indemnify and hold harmless the Underwriter, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, membersan “Affiliate”)), directors, officers, employees, agents, affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act (eachand its respective officers, an “Indemnified Party”)directors, and employees, against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party the Underwriter, control person, officer, director or employee may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in (A) the Registration Statement (or any amendment thereto), including any information deemed to be a part of any Registration Statement, or in any Preliminary Prospectusthereof pursuant to Rule 430B, any Statutory ProspectusIssuer Free Writing Prospectus (when taken together with the General Disclosure Package), the Prospectus, any “road show” as defined in Rule 433(h) of General Disclosure Package or the Act Prospectus (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or (B) any materials or information (when taken together with the General Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (the “Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they were made; and will reimburse each Indemnified Party the Underwriter, control person, officer, director or employee for any legal or other expenses reasonably incurred by such Indemnified Party the Underwriter, control person, officer, director or employee in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation such action or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above claim as such expenses are incurred; provided, however, that the Company will shall not be liable to the Underwriter, control person, officer, director, or employee in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from related to the Underwriter and made in the Registration Statement (or any of such documents amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any Issuer Free Writing Prospectus (when taken together with the General Disclosure Package), the Prospectus (or any amendment or supplement thereto) or the Marketing Materials in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (b) belowInformation.

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

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

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

Indemnification of Underwriter. The Company will Trust agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each personperson who has been, if anyis, who controls the or may hereafter be a director, officer, employee, shareholder or control person of Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all lossesloss, claimsdamage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, damages suit or liabilities, joint or several, proceeding to which such Indemnified Party any of them may become subjectbe a party, under the Act, the Exchange Act, other Federal which arises out of or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) is alleged to arise out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statementfact, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with on the enforcement of this provision with respect to any part of the above as Trust or any agent or employee of the Trust or any other person for whose act the Trust is responsible, unless such expenses are incurredstatement or omission was made in reliance upon written information furnished by the Underwriter to the Trust or the Adviser; provided, however, that this indemnity agreement shall not inure to the Company will benefit or any such person unless a court of competent jurisdiction shall determine, in a final decision on the merits, that the person to be indemnified was not liable by reasons of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of his or its reckless disregard of obligations under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the indemnified person was not liable by reason of disabling conduct is made by (i) a vote of a majority of a quorum of the Trustees of the Trust who are neither "interested persons" of the Trust as defined in the Act or parties to the proceeding, or (ii) an independent legal counsel to the Trust in a written opinion. Any person employed by Underwriter who may also be or become an officer or employee of the Trust shall be deemed, when acting within the scope of his employment by the Trust, to be acting in such employment solely for the Trust and not as an employee or agent of Underwriter. The Trust shall be notified promptly of any such claim, action, suit or proceeding. The Trust shall be entitled to assume the defense of any such action, suit or proceeding and retain counsel of good standing approved by the person or persons indemnified hereunder (which approval shall not be liable in any such case withheld unreasonably). If the Trust elects to assume the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any defense of such documents matter through such counsel, the defendant or defendants in reliance upon such suit shall bear the fees and in conformity with written information furnished expenses of any additional counsel retained by them. If the Trust does not elect to assume the Company by defense of such matter, or on behalf of the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished counsel chosen by the Underwriter consists Trust is not approved, then the defense shall be undertaken by counsel chosen by the defendants, and the fees and expenses of such counsel shall be reimbursed in accordance with the information described as such in subsection (b) belowprovisions of this Section 9.

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

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

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

Indemnification of Underwriter. The Company will Trust agrees to indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates Underwriter and each personperson who has been, if anyis, who controls the or may hereafter be a director, officer, employee, shareholder or control person of Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), "Underwriter Indemnitees") against any loss, damage or expense (including the reasonable costs of investigating or defending any claim, action, suite or proceeding and all lossesany reasonable counsel fees) reasonably incurred by Underwriter Indemnitees in connection with any claim or in connection with any action, claims, damages suit or liabilities, joint or several, proceeding ("Claims") to which such Indemnified Party any of them may become subjectbe a party, under the Act, the Exchange Act, other Federal which arises out of or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) is alleged to arise out of or are is based upon : (a) the Underwriter acting as distributor of the Trust and each Series; (b) the Underwriter or any subsidiary or affiliate of the Underwriter acting as a member of the National Securities Clearing Corporation (or any successor or other entity performing similar functions) ("NSCC") on behalf of the Trust; (c) the Underwriter or any subsidiary or affiliate of the Underwriter entering into selling agreements, dealer agreements, participation agreements, NSCC Trust SERV or Networking agreements or similar agreements (collectively, "Dealer Agreements") with financial intermediaries on behalf of the Trust; (d) any of the following: (i) any untrue statement statement, or alleged untrue statement statement, of any a material fact contained in any part of any Registration Statement, or in (ii) any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoomission, or arise out of or are based upon the omission or alleged omission of omission, to state a material fact required to be stated therein in any Registration Statement or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for or (iii) any legal untrue statement, or other expenses reasonably incurred alleged untrue statement, of a material fact in any Trust-related advertisement or sales literature, or any omission, or alleged omission, to state a material fact required to be stated therein to make the statements therein not misleading, in either case notwithstanding the exercise of reasonable care in the preparation or review thereof by such Indemnified Party in connection with investigating or defending against the Underwriter; (e) the material breach by the Trust of any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement provision of this provision with respect to any of the above as such expenses are incurredAgreement; provided, however, that the Company will Trust's agreement to indemnify the Underwriter Indemnitees pursuant to this Paragraph 9 shall not be liable in construed to cover any such case Claims (A) pursuant to subsection (d) above to the extent that any such lossuntrue statement, claimalleged untrue statement, damage omission, or liability arises alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by the Underwriter for use in the Registration Statement or in corresponding statements made in the prospectus, advertisement or sales literature; (B) to the extent arising out of or is based upon an untrue statement the willful misfeasance, bad faith or alleged untrue statement in or omission or alleged omission from negligence, including clerical errors and mechanical failures, on the part of any of such documents persons in reliance the performance of Underwriter's duties or from the breach or reckless disregard by any of such persons of Underwriter's obligations and duties under this Agreement, or (C) arising out of or based upon the Underwriter's failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder, for all of which exceptions Underwriter shall be liable to the Trust. In order that the indemnification provisions contained in this Paragraph 9 shall apply, it is understood that if in any case the Trust may be asked to indemnify the Underwriter or any Underwriter Indemnitee or hold the Underwriter or any Underwriter Indemnitee harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Underwriter will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust. The Trust shall have the option to defend the Underwriter and any Underwriter Indemnitee against any claim which may be the subject of this indemnification, and in conformity the event that the Trust so elects it will so notify the Underwriter, and thereupon the Trust shall take over complete defense of the claim, and neither the Underwriter nor any Underwriter Indemnitee shall in such situation initiate further legal or other expenses for which it shall seek indemnification under this Paragraph 9. The Underwriter shall in no case confess any claim or make any compromise in any case in which the Trust will be asked to indemnify the Underwriter or any Underwriter Indemnitee except with the Trust's written information furnished to the Company consent. The Trust's indemnification agreement contained in this Paragraph 9 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter through Indemnitees, and shall survive the Representative specifically delivery of any Shares and the termination of this Agreement. Notwithstanding any other provision of this Agreement, Underwriter shall be entitled to receive and act upon advice of counsel (who may be counsel for use thereinthe Trust or its own counsel) and shall be without liability for any action reasonably taken or thing reasonably done pursuant to such advice, it being understood and agreed provided that the only such information furnished by the Underwriter consists action is not in violation of the information described as such in subsection (b) belowapplicable federal or state laws or regulations.

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

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

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

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