Common use of Indemnification of the Underwriter Clause in Contracts

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of the Underwriter. (1) The Company agrees Fund and the Adviser jointly and severally agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 25 of the 1934 Act and any director, officer, employee or affiliate thereof as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430A Information and the Rule 434 Information, if applicable, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus/statement or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e7(d) below) any such settlement is effected with the written consent of the Company;indemnifying party; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), ) reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Fund by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus/statement or the Prospectus (or any amendment or supplement thereto). (2) in reliance upon and in conformity with Insofar as this indemnity agreement may permit indemnification for liabilities under the 1933 Act of any person who is a partner of the Underwriter Informationor who controls the Underwriter within the meaning of Section 15 of the 1933 Act and who, at the date of this Agreement, is a director or officer of the Fund or controls the Fund within the meaning of Section 15 of the 1933 Act, such indemnity agreement is subject to the undertaking of the Fund in the Registration Statement under Item 29 thereof.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers, an “Affiliate”))directors and employees, its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Act as follows: (i) Exchange Act, against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, joint or several, as incurred, arising to which the Underwriter, its officers, directors and employees or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the prior written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A, Rule 430B or Rule 430C under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Prospectus, any preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iiiii) against in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company or any of its Subsidiaries to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) through (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its gross negligence, bad faith or willful misconduct; and to reimburse the Underwriter, its officers, directors and employees and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel for the Underwriter chosen by the Underwriter), ) as such expenses are reasonably incurred by the Underwriter, officer, director, employee, or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this (A) the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto)Issuer Free Writing Prospectus, including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and (B) in reliance upon and in conformity that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of the Underwriter Informationor any person controlling the Underwriter if copies of any subsequent preliminary prospectus were timely delivered to such Underwriter and a copy of such subsequent preliminary prospectus was not sent or given by or on behalf of the Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if a court of competent jurisdiction shall have determined by a final non-appealable judgment that the subsequent preliminary prospectus would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B497 and Rule 430A under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) against above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct; and to reimburse the Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), ) as such expenses are reasonably incurred by the Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information).

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. (1) The Company agrees Fund and the Adviser jointly and severally agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430A Information and the Rule 434 Information, if applicable, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Packageany preliminary prospectus, any Issuer Free Writing Omitting Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e6(d) below) any such settlement is effected with the written consent of the Company;indemnifying party; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), ) reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Fund by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any information deemed to be a part thereof pursuant to Rule 430Bpreliminary prospectus, the General Disclosure Package any Omitting Prospectus or the Prospectus (or any amendment or supplement thereto). (2) in reliance upon and in conformity with Insofar as this indemnity agreement may permit indemnification for liabilities under the 1933 Act of any person who is a partner of the Underwriter Informationor who controls the Underwriter within the meaning of Section 15 of the 1933 Act and who, at the date of this Agreement, is a director or officer of the Fund or controls the Fund within the meaning of Section 15 of the 1933 Act, such indemnity agreement is subject to the undertaking of the Fund in the Registration Statement under Item 29 thereof.

Indemnification of the Underwriter. The Company agrees Fund and the Adviser jointly and severally agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 25 of the 1934 Act and any director, officer, employee or affiliate thereof as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430A Information and the Rule 434 Information, if applicable, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus/statement or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e7(d) below) any such settlement is effected with the written consent of the Company;indemnifying party; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), ) reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Fund by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus/statement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information).

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachdirectors, an “Affiliate”))officers and agents, 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 1934 Act Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including or any information deemed to be a part thereof pursuant to Rule 430B, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Pre-Pricing Prospectus or the Prospectus (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus or any Time of Sale Information or any “issuer information” (Bas defined in Rule 433(h) in any materials under the ▇▇▇▇ ▇▇▇) filed or information provided required to investors bybe filed pursuant to Rule 433(a) under the 1933 Act, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e) below) any , if such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the Underwriteryou), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by you expressly for use in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package ) or the Prospectus or any Pre-Pricing Prospectus (or any amendment or supplement thereto) ), or any Issuer Free Writing Prospectus or any Time of Sale Information, or made in reliance upon and in conformity with the Underwriter InformationTrustee’s Form T-1 filed as an exhibit to the Registration Statement.

Indemnification of the Underwriter. The Company agrees Fund and the Advisers, jointly and severally, agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors, its selling officers, employees and agents of the 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 1934 Act Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Time of Sale Prospectus, the General Disclosure PackageTTW Presentation, any Issuer Free Writing Prospectus Rule 482 Statement prepared by or on behalf of, used by, or referred to by the Fund, any road show as defined in Rule 433(h) of the 1933 Act Regulations (a “road show”) or the Prospectus (or any amendment or supplement theretoto any of the foregoing), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any (x) litigation, or any (y) investigation or proceeding by any governmental agency or body, commenced or threatened, or of any (z) claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e7(d) below) any such settlement is effected with the written consent of the Company;Fund; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachdirectors and officers, an “Affiliate”)), 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 1934 Act Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including or any information deemed to be a part thereof pursuant to Rule 430B, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus or any Time of Sale Information or any “issuer information” (Bas defined in Rule 433(h) in any materials under the ▇▇▇▇ ▇▇▇) filed or information provided required to investors bybe filed pursuant to Rule 433(a) under the 1933 Act, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e) below) any , if such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the Underwriteryou), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by you expressly for use in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package ) or the Prospectus (or any amendment or supplement thereto) ), or any Issuer Free Writing Prospectus or any Time of Sale Information, or made in reliance upon and in conformity with the Underwriter InformationTrustee’s Form T-1 filed as an exhibit to the Registration Statement.

Indemnification of the Underwriter. The Company agrees to shall indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under affiliates, the 1933 Act (eachdirectors, an “Affiliate”))officers, its selling employees, counsel and agents of the 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 1934 Exchange Act as follows: (i) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, liabilities, expenses or damages arise out of or relating to are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the ADS Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430BRules 430A, or 430C, as applicable 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 or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectusany preliminary prospectus, the General Disclosure Packageany preliminary prospectus supplement, any Issuer Free Writing Prospectus Prospectus, the Prospectus, or any Written Testing the Prospectus Waters Communication (or any amendment or supplement thereto)to any of the foregoing) 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 or (Biii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”)Securities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, ) or the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; misleading or (iiiv) against in whole or in part any inaccuracy in any material respect in the representations and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent warranties 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) aboveCompany contained herein; provided, however, that this indemnity agreement the Company shall not apply be liable to any the extent that such loss, claim, liability, claim, expense or damage or expense to the extent arising out of or relating to is based on any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon on and in conformity with Underwriter's Information. This indemnity agreement will be in addition to any liability that the Underwriter InformationCompany might otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors, its selling agents officers and employees, and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430B or 430C under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement theretoto any of the foregoing), or (B) in any materials the omission or information provided to investors by, or with the approval of, the Company in connection with the marketing alleged omission therefrom of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), ora material fact, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clauses (i) or (ii) against above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct; and to reimburse each Underwriter and each such affiliate, director, officer, employee or controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter▇▇▇▇▇ Fargo Securities, LLC pursuant to Section 8(c), ) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement and expense reimbursement obligation shall not apply apply, with respect to an Underwriter, to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or Statement, any amendment thereto)Issuer Free Writing Prospectus, including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement theretoto any of the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in reliance upon and in conformity with addition to any liabilities that the Underwriter InformationCompany may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 paragraph (b) below.

Indemnification of the Underwriter. The Company agrees and the Operating Partnership jointly and severally agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonably incurred legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act, any road show or any Pricing Disclosure Package, the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. The Company agrees to shall indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under affiliates, the 1933 Act (eachdirectors, an “Affiliate”))officers, its selling employees, counsel and agents of the 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 1934 Exchange Act as follows: (i) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, liabilities, expenses or damages arise out of or relating to are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the ADS Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430BRules 430A, or 430C, as applicable 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 or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectusany preliminary prospectus, the General Disclosure Packageany preliminary prospectus supplement, any Issuer Free Writing Prospectus, the Prospectus or any Written Testing the Prospectus Waters Communication (or any amendment or supplement thereto)to any of the foregoing) 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 or (Biii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”)Securities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, ) or the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; misleading or (iiiv) against in whole or in part any inaccuracy in any material respect in the representations and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent warranties 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) aboveCompany contained herein; provided, however, that this indemnity agreement the Company shall not apply be liable to any the extent that such loss, claim, liability, claim, expense or damage or expense to the extent arising out of or relating to is based on any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon on and in conformity with Underwriter’s Information. This indemnity agreement will be in addition to any liability that the Underwriter InformationCompany might otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B497 and Rule 430A under the Securities Act, 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 or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 ; and to reimburse the Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), ) as such expenses are reasonably incurred by the Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent arising out of based upon any untrue statement or relating to any alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with ); provided, further, that as to any preliminary prospectus this indemnity shall not inure to the benefit of the Underwriter Informationor any person controlling the Underwriter on account of any loss, claim, damage, liability or action arising from the share of Shares to any person by the Underwriter if the Underwriter was legally required to and failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person 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 prospectus was corrected in such Prospectus, as amended or supplemented.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d), any “road show” as defined in Rule 433(h) under the General Disclosure PackageSecurities Act (a “road show”) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 7(b) below.

Indemnification of the Underwriter. The Company agrees to will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoeverjoint 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 incurredsuch losses, arising claims, damages or liabilities (or actions in respect thereof) arise out of or relating to are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectusthereof, the General Disclosure Package, any Issuer Free Writing Prospectus issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, 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 the marketing of the offering of the Securities (“Marketing Materials”)Securities, including any roadshow road show or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, or arise out of or are based upon the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; (ii) against , and will reimburse each Indemnified Party for 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, legal 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), other expenses reasonably incurred by such Indemnified Party in investigating, preparing connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, or any investigation or proceeding by 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 governmental agency or bodyof the above as such expenses are incurred; provided, commenced or threatenedhowever, or any claim whatsoever based upon that the Company will not be liable in any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising liability arises out of or relating to any is based upon an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made in the Registration Statement (or from any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) of such documents in reliance upon and in conformity with written information furnished to the Company by the Underwriter Informationspecifically 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 the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), 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 and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such controlling person may become subject, under the Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A or Rule 434 under the Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 ; and to reimburse the Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), ) as such expenses are reasonably incurred by the Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon ); and in conformity provided, further, that with respect to the Prospectus, the foregoing indemnity agreement shall not inure to the benefit of the Underwriter Informationfrom whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling the Underwriter, if copies of an amendment or supplement to such Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of such amendment or supplement was not sent or given by or on behalf of the Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if such amendment or supplement would have cured the defect contained in the Prospectus giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Package or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, or the omission or alleged omission in the Preliminary Prospectusany preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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(e6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoeverexpense, as incurred (including including, subject to Section 6(c) below, the reasonable fees and disbursements of one counsel chosen by the Underwriter), reasonably incurred by the Underwriter in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors, its selling agents officers and employees, and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430B or 430C under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement theretoto any of the foregoing), or (B) in any materials the omission or information provided to investors by, or with the approval of, the Company in connection with the marketing alleged omission therefrom of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), ora material fact, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clauses (i) or (ii) against above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct; and to reimburse each Underwriter and each such affiliate, director, officer, employee or controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated pursuant to Section 8(c), ) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement and expense reimbursement obligation shall not apply apply, with respect to an Underwriter, to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or Statement, any amendment thereto)Issuer Free Writing Prospectus, including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement theretoto any of the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in reliance upon and in conformity with addition to any liabilities that the Underwriter InformationCompany may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable, documented legal fees and expense whatsoeverother reasonable, documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or Statementor any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any road show as defined in Rule 433(h) under the General Disclosure PackageSecurities Act (a “road show”) or any Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter through the Underwriter expressly 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) of this Section 7.

Indemnification of the Underwriter. The Company agrees Fund and the Advisers, jointly and severally, agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors, its selling officers, employees and agents of the 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 1934 Act Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or any Rule 462(b) Registration Statement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Time of Sale Prospectus, any Rule 482 Statement prepared by or on behalf of, used by, or referred to by the General Disclosure PackageFund, any Issuer Free Writing Prospectus road show as defined in Rule 433(h) of the 1933 Act Regulations (a “road show”) or the Prospectus (or any amendment or supplement theretoto any of the foregoing), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any (x) litigation, or any (y) investigation or proceeding by any governmental agency or body, commenced or threatened, or of any (z) claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e7(d) below) any such settlement is effected with the written consent of the Company;Fund; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors, its selling agents officers, employees and agents, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material (Aas defined below) or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the Preliminary light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Offered Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; and to reimburse the Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel) as such expenses are reasonably incurred by the Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the General Disclosure Packageany such free writing prospectus, any Issuer Free Writing Prospectus Marketing Material or the Prospectus (or any amendment or supplement thereto), or (Bit being understood and agreed that the only such information consists of the information described in Section 9(b) below. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have. “Marketing Materials” means any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”)Offered Shares, including any roadshow road show or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, each of its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (B) in including any materials or information provided to investors byPricing Disclosure Package that has subsequently been amended), or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including caused by any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 paragraph (b) below.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 ; and to reimburse the Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred reasonable expenses (including the reasonable legal fees and disbursements of counsel chosen counsel) as such expenses are reasonably incurred by the Underwriter), reasonably incurred Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided that, with respect to any untrue statement or omission of a material fact made in any preliminary prospectus, the indemnity agreement contained in this Section 8(a) in reliance upon and in conformity with shall not inure to the benefit of the Underwriter Informationfrom whom the person asserting any such loss, claim, damage or liability purchased the Shares concerned, to the extent that any such loss, claim, damage or liability of such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the Prospectus to the representatives of the Underwriter, (x) delivery of the Prospectus was required to be made to such person, (y) the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the Prospectus, and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such Shares to such person, a copy of the Prospectus. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriter. or Each Underwriter. The Company agrees to indemnify and hold harmless the Underwriter or each Underwriter, its affiliates (as such term is defined the case may be, named in Rule 501(b) under the 1933 Act (eachapplicable Terms Agreement, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter or each such Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 misleading, or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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 provided, that (subject to Section 6(e6(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 Lead Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to (A) any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including ) or any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or (B) any loss, liability, claim, damage or expense that results from the fact that any Underwriter sold Offered Securities to a person to whom there was not sent or given, at or prior to the earlier of either the mailing or delivery of the written confirmation of such sale or the delivery of such Offered Securities to such person, a copy of the Prospectus (excluding the documents incorporated therein by reference), if the Company had previously furnished copies thereof to such Underwriter in reliance upon and a sufficient amount of time in conformity with advance of such mailing or delivery to allow such Underwriter to mail or deliver such copies to such person and, as of the Underwriter Informationdate of such mailing or delivery, such Prospectus did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Indemnification of the Underwriter. The Each of the Company and each Selling Shareholder agrees to indemnify and hold harmless the each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers, an “Affiliate”))directors and employees, its selling agents and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Act as follows: (i) Exchange Act, against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, joint or several, as incurred, arising to which such Underwriter, its officers, directors and employees or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the prior written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A, Rule 430B or Rule 430C under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Prospectus, any preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iiiii) against in whole or in part upon any inaccuracy in the representations and warranties of the Company or such Selling Shareholder contained herein; or (iv) in whole or in part upon any failure of the Company or any of its Subsidiaries , or such Selling Shareholder, to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) through (iv) above, provided that neither the Company nor any Selling Shareholder shall be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by an Underwriter through its gross negligence, bad faith or willful misconduct; and to reimburse any Underwriter, its officers, directors and employees and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel for any Underwriter chosen by the such Underwriter), ) as such expenses are reasonably incurred by such Underwriter, officer, director, employee, or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this (A) the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto)Issuer Free Writing Prospectus, including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and (B) that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter or any person controlling such Underwriter if copies of any subsequent preliminary prospectus were timely delivered to the Representatives and a copy of such subsequent preliminary prospectus was not sent or given by or on behalf of the Representatives to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if a court of competent jurisdiction shall have determined by a final non-appealable judgment that the subsequent preliminary prospectus would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in reliance upon and this Section 9(a) shall be in conformity with addition to any liabilities that the Underwriter InformationCompany may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), 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 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430B Information, 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 or relating to of, (B) any untrue statement or alleged untrue statement of a material fact included (A) in the any Preliminary Prospectus, the General Disclosure Package, 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 or (BC) any untrue statement or alleged untrue statement of a material fact included in any materials or information provided to investors by, or with the written approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”)Securities, including any roadshow road show or investor presentations made to the investors by the Company (whether in person or electronically), or, in each case, or the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e6(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 fees and disbursements of counsel chosen by the Underwriter▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; ; (iv) provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto)) or the Prospectus, including the Rule 430B Information, or any information deemed to be a part thereof pursuant to Rule 430BPreliminary Prospectus, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information).

Indemnification of the Underwriter. The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 ; and to reimburse the Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred reasonable expenses (including the reasonable legal fees and disbursements of counsel chosen counsel) as such expenses are reasonably incurred by the Underwriter), reasonably incurred Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in reliance upon addition to any liabilities that the Company and in conformity with the Underwriter InformationOperating Partnership may otherwise have.

Indemnification of the Underwriter. The Selling Stockholder and the Company agrees agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), 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 and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company and the Selling Stockholder, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Base Prospectus or the Prospectus Supplement (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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Selling Stockholder or the Company contained herein; or (iv) in whole or in part upon any failure of the Selling Stockholder or the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) against or (iv) above, provided that the Selling Stockholder or the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its bad faith, willful misconduct or gross negligence; and to reimburse such Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the reasonable fees and disbursements of counsel chosen by the Underwriter), ) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Selling Stockholder or the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430BStatement, the General Disclosure Package Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information).

Indemnification of the Underwriter. The Company agrees and the Principal Banking Subsidiary, jointly and severally, agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors, its selling agents officers, employees, partners and agents, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (ia “controlling person”) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such affiliate, director, officer, employee, partner, agent or controlling person may become subject, under the Securities Act, the Exchange Act, or any federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Securities have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, the Preliminary Time of Sale Prospectus, any free writing prospectus that the General Disclosure PackageCompany has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”)Securities, including any roadshow or written investor presentations made provided to investors by the Company (whether in person or electronically) (“marketing material”), oror the Prospectus (or any amendment or supplement to the foregoing), in each case, or the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; (ii) against ; and to reimburse the Underwriter and each such affiliate, director, officer, employee, agent, partner and controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen counsel) as such expenses are reasonably incurred by the Underwriter)Underwriter or such affiliate, reasonably incurred director, officer, employee, agent, partner or controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of of, or relating to based upon, any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430Bpreliminary prospectus, the General Disclosure Package Time of Sale Prospectus, any such free writing prospectus, any marketing material or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that such information only consists of the information described in Section 10(b) below; and provided further, that the Principal Banking Subsidiary shall not be liable in reliance upon and any such case to the extent such indemnification, or contribution pursuant to Section 11 of this Agreement, is found to constitute a covered transaction pursuant to Section 23A of the Federal Reserve Act, as amended. The indemnity agreement set forth in conformity with this Section 10(a) shall be in addition to any liabilities that the Underwriter InformationCompany may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents Underwriter and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of 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 or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e6(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 fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information).

Indemnification of the Underwriter. The Company agrees to shall indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachdirectors, an “Affiliate”))officers, its selling employees, counsel and agents of the 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 1934 Exchange Act as follows: (i) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, liabilities, expenses or damages arise out of or relating to are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430BRules 430A, 430B or 430C, as applicable, including all documents incorporated therein by reference, 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 or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectusany preliminary prospectus, the General Disclosure Packageany preliminary prospectus supplement, 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 or (Biii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”)Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, ) or the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement the Company shall not apply be liable to any the extent that such loss, claim, liability, claim, expense or damage or expense to arises from the extent arising out sale of or relating the Units in the public offering to any person by the Underwriter and is based on an untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon on and in conformity with information relating to the Underwriter Informationfurnished in writing to the Company by the Underwriter expressly for inclusion in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus. If multiple claims are brought against the Underwriter, the directors, officers, employees, counsel and agents of the Underwriter and any person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, in an arbitration proceeding, and indemnification is permitted under applicable law and is provided for under this Agreement with respect to at least one such claim, the Company agrees that any arbitration award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for, except to the extent the arbitration award expressly states that the award, or any portion thereof, is based solely on a claim as to which indemnification is not available. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Indemnification of the Underwriter. The Company agrees to and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Underwriter, its the directors, officers, employees, counsel, agents and affiliates (as such term is defined in Rule 501(b) under of the 1933 Act (each, an “Affiliate”)), its selling agents Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including any and all out-of-pocket investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted) to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, liabilities, expenses or damages arise out of or relating to are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430BRules 430A, 430B or 430C, as applicable, including all documents incorporated therein by reference, 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 misleading; or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the any Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Prospectus, any Written Testing the Waters Communications, the Disclosure Package or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iiiii) 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 of a material fact contained in any materials or omission; information provided that (subject to Section 6(e) below) any such settlement is effected investors by, or with the written consent approval of, the Company and the Operating Partnership in connection with the marketing of the Company; (iii) against offering of the Shares, including any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen roadshow or investor presentations made to investors by the Underwriter), reasonably incurred Company and the Operating Partnership (whether in investigating, preparing person 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, to the extent that any such expense is not paid under (ielectronically) or (ii) abovethe 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; provided, however, that this indemnity agreement the Company and the Operating Partnership shall not apply be liable to any the extent that such loss, claim, liability, claim, expense or damage or expense to arises from the extent arising out sale of or relating the Shares in the public offering to any person by the Underwriter and is based on an untrue statement or omission or alleged untrue statement statements or omission omissions made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon on and in conformity with the Underwriter InformationContent. This indemnity agreement will be in addition to any liability that the Company and the Operating Partnership might otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430B under the Securities Act, 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 misleading; or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the any Preliminary Prospectus, the General Disclosure PackageTime of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus, any Road Show, that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; ; or (iii) any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) against above; and to reimburse the Underwriter and each such officer, employee, agent and controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), Jefferies) as such expenses are reasonably incurred by such Underwriter or such officer, employee, agent or controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430BPreliminary Prospectus, the General Disclosure Package Time of Sale Prospectus, any Road Show, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon ), it being understood and in conformity with agreed that the only such information furnished by the Underwriter Informationto the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriter. (1) The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A, Rule 430B and Rule 430C under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Prospectus, any preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) upon any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) against above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its bad faith or willful misconduct; and to reimburse the Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), ) as such expenses are reasonably incurred by the Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto)Issuer Free Writing Prospectus, including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a)(1) shall be in reliance upon and in conformity with addition to any liabilities that the Underwriter InformationCompany may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (affiliates, as such term is defined in Rule 501(b) under of the 1933 Act Regulations (each, an “Affiliate”)), 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 1934 Act Act, and any director, officer or employee thereof as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, ) 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Base Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (preliminary prospectus or any amendment or other preliminary prospectus supplement thereto), or (B) in any materials or information provided relating to investors by, or with the approval ofSecurities, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials amendment thereof 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 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(e6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including or in the Base Prospectus, any information deemed preliminary prospectus or any other preliminary prospectus supplement relating to be a part thereof pursuant to Rule 430Bthe Securities, the General Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package Package, or the Prospectus (or in any amendment thereof or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of the Underwriter. The Each of the Company and the Operating Partnership, jointly and severally, agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors, its selling agents officers, employees and agents, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or the Operating Partnership), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based upon (A) (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, the Preliminary Time of Sale Prospectus, any free writing prospectus that the General Disclosure PackageCompany has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Issuer Free Writing Prospectus Marketing Material or the Prospectus (or any amendment or supplement thereto), to the foregoing) or (B) in any materials or information provided to investors by, or with the approval of, the Company prospectus wrapper material distributed in connection with the marketing of the offering of the Securities (“Marketing Materials”)foregoing, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; (ii) against ; and to reimburse the Underwriter and each such affiliate, director, officer, employee, agent and controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen counsel) as such expenses are incurred by the Underwriter)Underwriter or such affiliate, reasonably incurred director, officer, employee, agent or controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430Bpreliminary prospectus, the General Disclosure Package Time of Sale Prospectus, any such free writing prospectus, any Marketing Material or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(b) below. The indemnity agreement set forth in reliance upon this Section 9(a) shall be in addition to any liabilities that the Company and in conformity with the Underwriter InformationOperating Partnership may otherwise have.

Indemnification of the Underwriter. (i) The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or (B) in any materials or information provided to investors byTime of Sale Information, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including caused by any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly for use therein.

Indemnification of the Underwriter. The Company agrees and the Operating Partnership each agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents 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 1934 Act Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e6(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 including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package ) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information).

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained or incorporated or deemed incorporated in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A or Rule 434 under the Securities Act or pursuant to the Exchange Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained or incorporated or deemed incorporated in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) against above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its bad faith or willful misconduct and to reimburse the Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), BAS) as such expenses are reasonably incurred by the Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon ); and in conformity provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of the Underwriter Informationfrom whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling the Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or (B) in any materials or information provided to investors byTime of Sale Information, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including caused by any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable and expense whatsoeverdocumented legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act, any “road show” (as defined in Rule 433 under the Securities Act) or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors, its selling agents officers, partners, employees and agents, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such affiliate, director, officer, partner, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, the Preliminary Time of Sale Prospectus, any free writing prospectus that the General Disclosure PackageCompany has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Issuer Free Writing Prospectus Marketing Material (as defined below) or the Prospectus (or any amendment or supplement theretoto the foregoing), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; ; or (iiiii) against any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and all which is included as part of or referred to in any loss, liability, claim, damage and expense whatsoeverdamage, as incurred, to the extent liability or action arising out 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen matter covered by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under clause (i) or (ii) above; and to reimburse the Underwriter and each such affiliate, director, officer, partner, employee, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel) as such expenses are reasonably incurred by the Underwriter or such affiliate, director, officer, partner, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430Bpreliminary prospectus, the General Disclosure Package Time of Sale Prospectus, any such free writing prospectus, or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(b) below. The indemnity agreement set forth in reliance upon and this Section 9(a) shall be in conformity with addition to any liabilities that the Underwriter Information.Company

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors and officers, its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachdirectors, an “Affiliate”))officers, its selling employees and agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430BIssuer Free Writing Prospectus, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; ; or (ii) against in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Company shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct; and to reimburse the Underwriter, its officers, directors, employees, agents and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), ) as such expenses are reasonably incurred by the Underwriter or its officers, directors, employees, agents or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 the Underwriter Informationexpressly for use in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus. The Company hereby acknowledges that the only information that the Underwriter has furnished to the Company expressly for use in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing consists of the following information in the Final Prospectus: the statements set forth in the twelfth paragraph, concerning stabilization activities and penalty bids by the Underwriter, under the caption “Underwriting.” The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverexpense, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 all loss, liability, claim, damage and expense whatsoeverexpense, 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(e6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoeverexpense, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing investigating 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package ) or the Prospectus (or any amendment thereto), provided, further that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission upon which such loss, liability, claim, damages or expense is based was made in: (i) any preliminary prospectus, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto not less than 24 hours prior to the delivery of the written confirmation referred to below) was not sent or given by or on behalf of the Underwriter to such person at or prior to the written confirmation of the sale of the Securities to such person, and if the Prospectus (as so amended or supplemented) corrected the untrue statement or omission giving rise to such loss, liability, claim, damage or expense; (ii) any Prospectus used by the Underwriter or any person who controls the Underwriter, after such time as the Company advised the Underwriter that the filing of an amendment or supplement theretothereto was required, except the Prospectus as so amended or supplemented; or (iii) in reliance upon and in conformity with any Prospectus used after the Underwriter Informationtermination of the Distribution Period.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the UnderwriterUnderwriter and its officers, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachdirectors, an “Affiliate”))employees and agents, its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 the Securities Act and the Exchange Act, against any loss, claim, damage, liability or reasonable expense, to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the 1933 Act Company), insofar as such loss, claim, damage, liability or Section 20 expense (or actions in respect thereof as contemplated below) arises out of the 1934 Act as follows: or is based (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430Bthe Securities Act or any rule promulgated thereunder, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 ; and to reimburse the Underwriter and each such person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the reasonable fees and disbursements of counsel chosen by the Underwriter), reasonably incurred Underwriter by the Underwriter or such person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter or any Selling Stockholder expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto), as the same is described in Section 9(d) in reliance upon below; and in conformity provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of the Underwriter, if the person asserting any loss, ▇▇▇▇▇▇▇▇ Financial, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Inc. April___, 2004 Page 26 of 35 claim, damage, liability or expense purchased Common Shares from the Underwriter, or any person controlling the Underwriter, if copies of the Prospectus were timely delivered to the Underwriter Informationpursuant to Section 3 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Packageany “issuer information” filed or required to be filed pursuant to Rule 433(d) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact required to be stated therein or 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, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(d) under the Securities Act (Ba “Road Show”) in or any materials or information provided to investors byTime of Sale Information (including any Time of Sale Information that has subsequently been amended), or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including caused by any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. (1) The Company agrees Fund and the Adviser jointly and severally agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430A Information and the Rule 434 Information, if applicable, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Packageany preliminary prospectus, any Issuer Free Writing Omitting Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e6(d) below) any such settlement is effected with the written consent of the Company;indemnifying party; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), ) reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.written information

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the any Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter through the Underwriter expressly 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 the Underwriter. The Company and the Operating Company each, jointly and severally, agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 paragraph (b) of this Section 7.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))partners, its selling agents members, directors, officers, employees and agents, and each person, if any, who controls the Underwriter or any affiliate within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or relating to based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 misleading, or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary any preliminary prospectus, Time of Sale Prospectus, the General Disclosure Packageany free writing prospectus, any Issuer Free Writing Prospectus Marketing Material, or the Prospectus (or any amendment or supplement theretoto the foregoing), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, 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(e) below9(d)) any such settlement is effected with the written consent of the Company;, which consent shall not unreasonably be delayed, conditioned or withheld; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwritercounsel), documented and reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionomission (whether or not a party), to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) solely in reliance upon and in conformity with the Underwriter Information.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430B Information, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary any any Issuer Free Writing Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto), ) or (B) in any materials or information provided to investors by, or with the prior written approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, or the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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(e6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel (in addition to any relevant local counsel) chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any information deemed to be a part thereof pursuant to Rule 430BIssuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A under the Securities Act, 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 misleading; or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in any preliminary prospectus, the Preliminary Time of Sale Prospectus, any free writing prospectus that the General Disclosure PackageCompany has used, any Issuer Free Writing Prospectus referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; (iii) any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) against above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its bad faith or willful misconduct; and to reimburse the Underwriter and each such officer, employee and controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), Jefferies) as such expenses are reasonably incurred by the Underwriter or such officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430Bpreliminary prospectus, the General Disclosure Package Time of Sale Prospectus, any such free writing prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon ), it being understood and in conformity with agreed that the only such information furnished by the Underwriter Informationto the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriter. (i) The Company agrees to indemnify and hold harmless to the fullest extent permitted by applicable law, the Underwriter and each person who controls (within the meaning of the Act or the Exchange Act) the Underwriter (collectively, the "Underwriter Indemnified Parties") from and against any and all losses, claims, damages, expenses (including, reasonable costs of investigation and fees, disbursements and other charges of counsel and any amounts paid in settlement effected with the Company's consent, which consent shall not be unreasonably withheld or delayed) or other liabilities (collectively, "Losses") to which any such Underwriter Indemnified Party may become subject under the Act, Exchange Act, any other federal law, any state or common law or any rule or regulation promulgated thereunder or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are resulting from or arising out of or based upon (i) any untrue, or alleged untrue, statement of a material fact contained in the Registration Statement, Prospectus or preliminary prospectus (as amended or supplemented) or any document incorporated by reference in any of the foregoing or resulting from or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading, or (ii) any violation by the Company of the Act, Exchange Act, any other federal law, any state or common law or any rule or regulation promulgated thereunder or otherwise incident to any registration, qualification or compliance and in any such case, the Company will promptly reimburse each such Underwriter Indemnified Party for any legal and any other Losses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, action or investigation or proceeding (collectively, a "Claim"). This indemnity agreement will be in addition to any liability that the Company might otherwise have; provided, however, that the Company shall not be liable to the extent such Claim arises from the sale of the Shares in the public offering to any person by the Underwriter and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information relating (i) to the Underwriter furnished in writing to the Company by the Underwriter, its affiliates or (as such term is defined ii) to the Selling Stockholders furnished in Rule 501(bwriting to the Company by the Selling Stockholders, in either case, expressly for inclusion in the Registration Statement, the Prospectus or any preliminary prospectus. (ii) under The Selling Stockholders, severally and not jointly, shall indemnify and hold harmless the 1933 Act (each, an “Affiliate”)), its selling agents 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 1934 Act Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever as follows: incurred (including but not limited to reasonable attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act, the securities laws of any state or foreign jurisdiction or otherwise or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430Ball documents incorporated therein by reference, 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 or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Packageany preliminary prospectus, any Issuer Free Writing Prospectus preliminary prospectus supplement 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 or (Biii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”)Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, ) or the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, but only to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising arises out of or relating to is based upon any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) therein in reliance upon and in conformity with information provided in writing by such Selling Stockholder to the Underwriter InformationCompany specifically for inclusion in the Registration Statement, any preliminary prospectus or the Prospectus; provided, however, in no case shall a Selling Stockholder be liable or responsible for any amount in excess of the net proceeds from the sale of the Shares being sold by such Selling Stockholder hereunder. This indemnity will be in addition to any liability which such Selling Stockholder may otherwise have, including but not limited to other liability under this Agreement.

Indemnification of the Underwriter. The Company agrees and the Bank, jointly and severally, agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule rule 501(b) under the 1933 Act ▇▇▇▇ ▇▇▇) (each, an “AffiliateAffiliates”)), its selling agents 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430B Information, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary any preliminary prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Package or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, or the omission or alleged omission in the Preliminary Prospectusany preliminary prospectus, any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package, Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials 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 Governmental Entity 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(e6(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 fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency Governmental Entity 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 (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any information deemed to be a part thereof pursuant to Rule 430Bpreliminary prospectus, the Statutory Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, however, that the Company, the Bank and the Underwriter hereby acknowledge and agree that the only such information that the Underwriter has furnished to the Company consists solely of the following: the allocation, concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting”. Notwithstanding the foregoing, the indemnification provided for by the Bank in this Section 6(a), and the contribution provided for in Section 7, shall be limited with respect to the Bank to the extent necessary if (a) a Governmental Entity having jurisdiction over the Bank by written communication addressed to the Bank or its board of directors, including in reliance connection with any examination of the Bank, informs the Bank or its board of directors that such Governmental Entity has determined that such indemnification or contribution violates Sections 23A or 23B of the Federal Reserve Act, as amended, or another law, rule, regulation or policy applicable to the Bank or the Company, (b) a Governmental Entity notifies the Bank that the indemnification or contribution would result in an adverse impact on the Bank’s examination ratings, (c) such indemnification or contribution would give rise to civil money penalties or other sanctions, or (d) the Bank determines, upon the written advice of counsel, that the payment of any indemnification or contribution under this Agreement by the Bank would violate any law, rule, regulation or policy applicable to the Bank or the Company. The Company and in conformity the Bank agree to notify the Underwriter immediately upon receipt of such written advisement or notice. The Underwriter agrees to cooperate with the Underwriter InformationCompany in implementing any modification required by the foregoing.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information the Rule 430A Information and the Rule 434 Information deemed to be a part thereof pursuant to Rule 430Bthereof, if applicable, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectusany preliminary prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or in 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e6(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 fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), ) including any information the Rule 430A Information and the Rule 434 Information deemed to be a part thereof pursuant to Rule 430Bthereof, the General Disclosure Package if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon ); and in conformity with provided, further, the Company will not be liable to the Underwriter Informationwith respect to any untrue statement or omission or alleged untrue statement or omission in any preliminary prospectus to the extent that the Company shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that the Underwriter, in contravention of a requirement of this Agreement or applicable law, sold Shares to a person to whom such Underwriter failed to send or give, at or prior to the Closing Time, a copy of the Prospectus, as then amended or supplemented if: (i) the Company has previously furnished copies thereof (sufficiently in advance of the Closing Time to allow for distribution by the Closing Time) to the Underwriter and the loss, liability, claim, damage or expense of the Underwriter resulted from an untrue statement or omission of a material fact contained in or omitted from such preliminary prospectus which was corrected in the Prospectus as, if applicable, amended or supplemented prior to the Closing Time and such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person and (ii) such failure to give or send such Prospectus by the Closing Time to the party or parties asserting such loss, liability, claim, damage or expense would have constituted the sole defense to the claim asserted by such person. Insofar as this indemnity may permit indemnification for liabilities under the 1933 Act of any person who is a partner of the Underwriter or who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who is a director, 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 the Registration Statement.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or and Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement theretothereto filed with the Commission), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iiiii) against any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and all which is included as part of or referred to in any loss, liability, claim, damage and expense whatsoeverdamage, as incurred, to the extent liability or action arising out 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen matter covered by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its bad faith or willful misconduct; and to reimburse the Underwriter and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by the Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon ); and in conformity provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of the Underwriter Informationfrom whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling the Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained or incorporated or deemed incorporated in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430B or Rule 430C under the Securities Act or pursuant to the Exchange Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained or incorporated or deemed incorporated in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Prospectus, any preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Preferred Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) against above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its bad faith or willful misconduct and to reimburse the Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), BAS) as such expenses are reasonably incurred by the Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto)Issuer Free Writing Prospectus, including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in reliance upon and in conformity with addition to any liabilities that the Underwriter InformationCompany may otherwise have.

Indemnification of the Underwriter. The Each of the Company and each Principal Shareholder, jointly and severally, agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A or Rule 434 under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iiiii) against in whole or in part upon any inaccuracy in the representations and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent warranties 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, Company or any such alleged untrue statement Principal Shareholder contained herein; or omission; provided that (subject to Section 6(eiv) below) in whole or in part upon any such settlement is effected with the written consent failure of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, Company or any such alleged untrue statement Principal Shareholder to perform its obligations hereunder or omission, to the extent that any such expense is not paid under (i) law; or (iiv) above; providedany act or failure to act or any alleged act or failure to act by any Underwriter in connection with, howeveror relating in any manner to, that this indemnity agreement shall not apply the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.,

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), 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 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B, 430A Information 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e6(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 fees and disbursements of counsel chosen by the Underwriter▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package ) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter InformationProspectus.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)including broker-dealer affiliates), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Packageany Time of Sale Information (including any Time of Sale Information that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 (c) below.

Indemnification of the Underwriter. The Company agrees and the Bank, jointly and severally, agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule rule 501(b) under the 1933 Act 1▇▇▇ ▇▇▇) (each, an “AffiliateAffiliates”)), its selling agents 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430B Information, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary any preliminary prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Package or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, or the omission or alleged omission in the Preliminary Prospectusany preliminary prospectus, any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package, Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials 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 Governmental Entity 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(e6(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 fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency Governmental Entity or body, commenced or threatened, or any claim whatsoever by such Governmental Entity or body 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 (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any information deemed to be a part thereof pursuant to Rule 430Bpreliminary prospectus, the Statutory Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, however, that the Company, the Bank and the Underwriter hereby acknowledge and agree that the only such information that the Underwriter has furnished to the Company consists solely of the following: the allocation, concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting”. Notwithstanding the foregoing, the indemnification provided for by the Bank in this Section 6(a), and the contribution provided for in Section 7, shall be limited with respect to the Bank to the extent necessary if (a) a Governmental Entity having jurisdiction over the Bank by written communication addressed to the Bank or its board of directors, including in reliance connection with any examination of the Bank, informs the Bank or its board of directors that such Governmental Entity has determined that such indemnification or contribution violates Sections 23A or 23B of the Federal Reserve Act, as amended, or another law, rule, regulation or policy applicable to the Bank or the Company, (b) a Governmental Entity notifies the Bank that the indemnification or contribution would result in an adverse impact on the Bank’s examination ratings, (c) such indemnification or contribution would give rise to civil money penalties or other sanctions, or (d) the Bank determines, upon the written advice of counsel, that the payment of any indemnification or contribution under this Agreement by the Bank would violate any law, rule, regulation or policy applicable to the Bank or the Company. The Company and in conformity the Bank agree to notify the Underwriter immediately upon receipt of such written advisement or notice. The Underwriter agrees to cooperate with the Underwriter InformationCompany in implementing any modification required by the foregoing.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d), any “road show” as defined in Rule 433(h) under the General Disclosure PackageSecurities Act (a “road show”) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors, its selling officers and agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable and expense whatsoeverdocumented legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the ADS Registration Statements or caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 paragraph (b) below.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, including its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachmembers, an “Affiliate”))officers, its selling agents employees and affiliates, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iiiii) against in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided by the Company or based upon written information furnished by or on behalf of the Company including, without limitation, slides, videos, films or tape recordings, used in connection with the marketing of the Shares; and to reimburse the Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), ) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ). The indemnity agreement set forth in reliance upon and this Section 7.1 shall be in conformity with addition to any liabilities that the Underwriter Informationmay otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation if such settlement is effected in accordance with Section 8(d) of the Agreement), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 ; and to reimburse the Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), Jefferies) as such expenses are reasonably incurred by the Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Representative expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in subsection (b) in reliance upon and in conformity below; provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of the Underwriter Informationfrom whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling the Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Offered Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriter. The Company agrees to will indemnify and hold harmless the Underwriter, its partners, members, directors, officers, employees, agents, affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoeverjoint 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 incurredsuch losses, arising claims, damages or liabilities (or actions in respect thereof) arise out of or relating to are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectusthereof, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”)Securities, including any roadshow road show or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, or arise out of or are based upon the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; (ii) against , and will reimburse each Indemnified Party for 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, legal 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), other expenses reasonably incurred by such Indemnified Party in investigating, preparing connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, or any investigation or proceeding by 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 governmental agency or bodyof the above as such expenses are incurred; provided, commenced or threatenedhowever, or any claim whatsoever based upon that the Company will not be liable in any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising liability arises out of or relating to any is based upon an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made in the Registration Statement (or from any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) of such documents in reliance upon and in conformity with written information furnished to the Company by the Underwriter Informationspecifically 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 the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430A Information and the Rule 434 Information, if applicable, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e6(d) below) any such settlement is effected with the written consent of the Company;Company and the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or the Operating Partnership by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information).

Indemnification of the Underwriter. The Company agrees to indemnify -------------------------------------- and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents 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 1934 Act Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including or any information deemed to be a part thereof pursuant to Rule 430B, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Packageany preliminary prospectus, any Issuer Free Writing Prospectus preliminary prospectus supplement or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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 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(e) below) any , if such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that (A) this indemnity agreement shall not apply to any -------- ------- loss, liability, claim, damage or expense to the extent arising out of any untrue statement or relating omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus, preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto), and (B) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or preliminary prospectus supplement, this indemnity agreement shall not inure to the Registration Statement benefit of the Underwriter (or to the benefit of any amendment thereto)person controlling the Underwriter within the meaning of Section 15 of the ▇▇▇▇ ▇▇▇) to the extent that any such loss, including liability, claim, damage or expense of the Underwriter or any information deemed person controlling the Underwriter results from the fact that the Underwriter sold Securities to a person to whom it shall be established there was not sent or given by the Underwriter or on the Underwriter's behalf at or prior to the written confirmation of the sale of such Securities to such person, a part thereof pursuant to Rule 430B, the General Disclosure Package or copy of the Prospectus (as then amended or any amendment supplemented), if required by law to have been so delivered, and if the Prospectus (as so amended or supplement theretosupplemented) in reliance upon would have cured the defect giving rise to such loss, liability, claim, damage or expense and in conformity with provided that the Company shall have met its obligation pursuant to this Agreement to provide the Underwriter Informationwith such Prospectus (as so amended or supplemented).

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule rule 501(b) under the 1933 Act 1▇▇▇ ▇▇▇) (each, an “AffiliateAffiliates”)), its selling agents 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430B Information, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary any preliminary prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Package or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, or the omission or alleged omission in the Preliminary Prospectusany preliminary prospectus, any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package, Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials 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 Governmental Entity 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(e6(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 fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency Governmental Entity 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 (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any information deemed to be a part thereof pursuant to Rule 430Bpreliminary prospectus, the Statutory Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon ); provided, however, that the Company and in conformity with the Underwriter Informationhereby acknowledge and agree that the only such information that the Underwriter has furnished to the Company consists solely of the following: the allocation, concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting”, and statements regarding the Underwriter’s intention to make a market in the Securities.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable and expense whatsoeverdocumented legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, arising out of or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 paragraph (b) below.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the UnderwriterUnderwriter and the Forward Seller and their respective officers, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachdirectors, an “Affiliate”))employees, its selling agents and representatives, and each person, if any, who controls the Underwriter within the meaning of Section 15 the Securities Act and the Exchange Act, and each person, if any, who controls the Forward Seller within the meaning of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) and Exchange Act, against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter, Forward Seller, director, officer, employee, agent or representative or such controlling person may become subject, under the Securities Act, the Investment Company Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A or Rule 434 under the Securities Act, 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 or relating to misleading; (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Pricing Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iiiii) against upon any untrue statement or alleged untrue statement of a material fact contained 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; and to reimburse the Underwriter, Forward Seller, director, officer, employee, agent, representative or controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), Underwriter and the Forward Seller) as such expenses are reasonably incurred by the Underwriter, Forward Seller, director, officer, employee, agent, representative or controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon ); and in conformity provided further, that with respect to any Preliminary Prospectus, the foregoing indemnity agreement shall not inure to the benefit of the Underwriter Informationfrom whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling the Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 3 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule rule 501(b) under the 1933 Act ▇▇▇▇ ▇▇▇) (each, an “AffiliateAffiliates”)), its selling agents 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, insofar as incurredsuch losses, arising liabilities, claims, damages and expenses (or actions in respect thereof) arise out of or relating to are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430B Information, 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 misleading, in the light of the circumstances under which they were made, or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included in any Issuer-Represented Free Writing Prospectus, when considered together with the General Disclosure Package (A) in the Preliminary Prospectusor any amendment or supplement thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Issuer-Represented Free Writing Prospectus, when considered together with the General Disclosure PackagePackage (or any amendment or supplement thereto), the General Disclosure Package or the Prospectus (or in any Marketing Materials amendment or supplement thereto) 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 lossexpense, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency Governmental Entity or body, commenced or threatened, or any claim whatsoever whatsoever, insofar as such expense or claim is 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 (i) or (ii) above; provided, however, that this indemnity agreement in section (i) and (ii) above shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information, the Statutory Prospectus, any information deemed to be a part thereof pursuant to Rule 430BIssuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, however, that the Company and the Underwriter hereby acknowledge and agree that the only such information that the Underwriter has furnished to the Company consists solely of the following: (i) the allocation, concession and reallowance figures appearing in reliance upon the Prospectus in the section entitled “Underwriting”, (ii) the Underwriter’s name on the front and back covers of the Prospectus and in conformity with the Underwriter section entitled “Underwriting,” and, (iii) the effecting of stabilization transactions, over-allotment transactions, syndicate covering transactions and, if applicable, penalty bids in which the Underwriters may engage, as described in the Prospectus in the section entitled “Underwriting” (collectively, the “Underwriter’s Information”).

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachofficers and employees, an “Affiliate”)), its selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430A, Rule 430B and Rule 430C under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Prospectus, any preliminary prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company, as applicable, contained herein; or (iv) in whole or in part upon any failure of the Company to perform their respective obligations hereunder or under law; or (v) upon any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) against above, provided that the Company shall not be liable under this clause (v) to the extent that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse the Underwriter and each such controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter), ) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement (or Statement, any amendment thereto)Issuer Free Writing Prospectus, including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a)(1) shall be in reliance upon and in conformity with addition to any liabilities that the Underwriter InformationCompany may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable legal fees and expense whatsoeverother expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Packageany “issuer information” filed or required to be filed pursuant to Rule 433(d) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. The Company agrees and Senseonics, jointly and severally, agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430 Information, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectusany preliminary prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Package or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, or the omission or alleged omission in the Preliminary Prospectusany preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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(e6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; (iv) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising as a result of the failure by the Prospective Purchasers to accept and pay, at or prior to the Closing Time, the public offering price to the Underwriter for the shares that they had previously indicated their intention to purchase; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B430 Information, the General Disclosure Package Package, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Underwriter Information.

Indemnification of the Underwriter. The Company agrees and each Guarantor, jointly and severally agree, to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors, its selling officers, employees and agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (in each case, solely in such capacity as follows: (i) an affiliate, director, officer, employee, agent or control person of the Underwriter), from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any issuer information the parties expressly agree in writing to treat as part of the General Disclosure Package, or the Prospectus General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact required to be stated therein or 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, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 the Underwriter. The Company agrees to indemnify and hold harmless the each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”))directors, its selling agents officers and employees, and each person, if any, who controls the any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of and the 1934 Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or relating to is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B430B or 430C under the Securities Act, 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 misleading; or arising out of or relating to (ii) upon any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement theretoto any of the foregoing), or (B) in any materials the omission or information provided to investors by, or with the approval of, the Company in connection with the marketing alleged omission therefrom of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), ora material fact, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials 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; ; (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clauses (i) or (ii) against above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct; and to reimburse each Underwriter and each such affiliate, director, officer, employee or controlling person for 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Underwriter)BofA Securities, Inc. pursuant to Section 8(c) hereof) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising 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 paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement and expense reimbursement obligation shall not apply apply, with respect to an Underwriter, to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or relating to based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or Statement, any amendment thereto)Issuer Free Writing Prospectus, including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement theretoto any of the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in reliance upon and in conformity with addition to any liabilities that the Underwriter InformationCompany may otherwise have.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (B) in including any materials or information provided to investors byPricing Disclosure Package that has subsequently been amended), or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including caused by any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter Informationthrough the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) below.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable legal fees and expense whatsoeverother reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 paragraph (b) below.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Indemnification of the Underwriter. The Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each persondealer selected by each Underwriter that participates in the offer and sale of the Firm Shares (each a “Selected Dealer”) and each of their respective directors, officers and employees and each Person, if any, who controls the such Underwriter or any Selected Dealer (“Controlling Person”) within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, as incurredwhether arising out of any action between such Underwriter and the Company or between such Underwriter and any third party or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries, arising out of or relating to based upon any untrue statement or alleged untrue statement of a material fact contained in (i) any Preliminary Prospectus, if any, the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement theretoas from time to time each may be amended and supplemented), or ; (Bii) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”)Firm Shares, including any roadshow “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Article VI, orcollectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, in each caseany state securities commission or agency, Trading Market or any securities exchange; or the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any Marketing Materials therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any , unless such statement or omission was made in reliance upon and all loss, liability, claim, damage and expense whatsoever, as incurred, in conformity with written information furnished to the extent Company with respect to the applicable Underwriter by or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, if any, the aggregate amount paid in settlement of any litigationRegistration Statement or Prospectus, or any investigation amendment or proceeding by any governmental agency or body, commenced or threatenedsupplement thereto, or of in 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoeverapplication, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating case may be. With respect to any untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, if any, the indemnity agreement contained in this Section 6.1 shall not inure to the benefit of the Underwriter to the extent that any loss, liability, claim, damage or expense of the Underwriter results from the fact that a copy of the Prospectus was not given or sent to the Person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Firm Shares to such Person as required by the Securities Act and the rules and regulations thereunder, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations under this Agreement. The Company agrees promptly to notify each Underwriter of the commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons in connection with the issue and sale of the Firm Shares or in connection with the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter InformationProspectus.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, reasonable legal fees and expense whatsoeverexpenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, or arising out of or relating to (ii) any untrue statement or alleged untrue |US-DOCS\149255760.3|| statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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 paragraph (c) below.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), 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 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, 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 or relating to any untrue statement or alleged untrue statement of a material fact included (A) in the any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus Prospectuses (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 the marketing of the offering of the Securities Units (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, or the omission or alleged omission in the any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus Prospectuses or in any Marketing Materials 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(e6(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 including, subject to Section 6(c), the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement this Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus Prospectuses (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (eachaffiliates, an “Affiliate”)), its selling agents directors and officers and each person, if any, who controls the such Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act as follows: (i) Exchange Act, from and against any and all losslosses, liabilityclaims, claimdamages and liabilities (including, damage without limitation, legal fees and expense whatsoeverother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), arising joint or several, that arise out of of, or relating to are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading misleading, (ii) or arising out of or relating to any untrue statement or alleged untrue statement of a material fact included (A) contained in the Preliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or 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 the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or, in each case, the omission or alleged omission in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the General Securities Act or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus or in caused by any Marketing Materials of omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liabilityin each case except insofar as such losses, claimclaims, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigationdamages or liabilities arise out of, or any investigation or proceeding by any governmental agency or bodyare based upon, 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(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriter), reasonably incurred in investigating, preparing 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or relating to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to the Underwriter Informationfurnished to the Company in writing by the Underwriter expressly 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.