Common use of Indemnification of the Underwriter Clause in Contracts

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are 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 not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished 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 officers and employees, and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of against any loss, claim, damage, liability or expense, as incurred, to which the Underwriter within the meaning of Rule 405 or such officer, employee or controlling person may become subject, under the Act from and against any and all lossesSecurities Act, claimsthe Exchange Act, damages and liabilities (including, without limitation, any legal other federal or other expenses reasonably incurred in connection with defending state statutory law or investigating any such action or claim) that arise out ofregulation, or are 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 in accordance with Section 9(d) below), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) 430B under the Securities Act, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar 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 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 and each such officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such lossesexpenses are reasonably incurred by the Underwriter or such officer, claimsemployee or controlling person in connection with investigating, damages defending, settling, compromising or liabilities arise out of, or are based upon, 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 untrue statement or omission made in reliance upon and in conformity with any written information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use thereinin the Registration Statement, any preliminary prospectus, the 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 furnished by the Underwriter to the Company consists of the information described as such in paragraph 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. The Each of the Company and Carnival plc, jointly and severally, agrees to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or fees and other reasonable and documented expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “road showissuer information” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, filed or is required to file, be filed pursuant to Rule 433(d) under the Act, the Prospectus Securities Act or any amendment or supplement theretoPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished 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 Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Underwriter, and each persondealer selected by the Underwriter that participates in the offer and sale of the 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 either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act from and Act, against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense whatsoever (including, without limitation, including but not limited to any and all legal or other expenses reasonably incurred in connection with investigating, preparing or defending against any litigation, commenced or investigating any such action or claim) that arise out ofthreatened, or are any claim whatsoever, whether 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 based upon, upon any untrue statement or alleged untrue statement of a material fact contained in (i) any part of Preliminary Prospectus, if any, the Registration Statement or amendment thereofthe Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or any Preliminary Prospectuswith the approval of, any Statutory Prospectus or any amendment or supplement theretothe Company in connection with the marketing of the Offering, including any “road show” as defined or investor presentations made to investors by the Company (whether in Rule 433(hperson or electronically); or (iii) any application or other document or written communication (in this Article VI, collectively 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 Actsecurities laws thereof or filed with the Commission, any Company information that the Company has filedstate securities commission or agency, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus Trading Market or any amendment securities exchange; or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein 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, except insofar as unless such lossesstatement or omission was made in reliance upon and in conformity with written information furnished to the Company with respect to the applicable Underwriter by or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, claimsif any, damages the Registration Statement or liabilities arise out ofProspectus, or are based uponany amendment or supplement thereto, or in any such application, as the case may be. With respect to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and the Preliminary Prospectus, if any, the indemnity agreement contained in conformity with any information relating this Section 6.1 shall not inure to the benefit of the Underwriter furnished to the Company in writing 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 Shares to such Person as required by the Underwriter expressly for use thereinSecurities Act and the rules and regulations thereunder, it being understood and agreed that if the only untrue statement or omission has been corrected in the Prospectus, unless such information furnished 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 the Underwriter consists of the information described as such commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons in paragraph (b) belowconnection with the issue and sale of the Shares or in connection with the Registration Statement or Prospectus.

Indemnification of the Underwriter. The Company Each of the Issuer and Guarantor, jointly and severally, agrees to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company Issuer 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, directors, officers, employees, partners and agents, and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate (a “controlling person”) against any loss, claim, damage, liability or expense, as incurred, 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 the Depositary 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 Underwriter within the meaning Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of Rule 405 under the Act from and against any and all losses, claims, damages and liabilities or is based upon (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimi) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, except insofar 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 of the Securities Act, any materials provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Depositary Shares, including any roadshow or written investor presentations provided to investors by the Company (whether in person or electronically) (“marketing material”), 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 light of the circumstances under which they were made, not misleading; and to reimburse the Underwriter and each such affiliate, director, officer, employee, agent, partner and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel) as such lossesexpenses are reasonably incurred by the Underwriter or such affiliate, claimsdirector, damages officer, employee, agent, partner or liabilities arise 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 are based upon, any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter in writing expressly for use thereinin the Registration Statement, any preliminary prospectus, the 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 furnished by the Underwriter only consists of the information described as such in paragraph (bSection 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.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its officers and employees, and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of against any loss, claim, damage, liability or expense, as incurred, to which the Underwriter within the meaning of Rule 405 or such officer, employee or controlling person may become subject, under the Act from and against any and all lossesSecurities Act, claimsthe Exchange Act, damages and liabilities (including, without limitation, any legal other federal or other expenses reasonably incurred in connection with defending state statutory law or investigating any such action or claim) that arise out ofregulation, or are 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 in accordance with Section 9(d) below), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) 430B under the Securities Act, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, except insofar 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 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 and each such officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such lossesexpenses are reasonably incurred by the Underwriter or such officer, claimsemployee or controlling person in connection with investigating, damages defending, settling, compromising or liabilities arise out of, or are based upon, 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 untrue statement or omission made in reliance upon and in conformity with any written information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use thereinin the Registration Statement, the Base Prospectus, the 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 furnished by the Underwriter to the Company consists of the information described as such in paragraph 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. The Company agrees to indemnify and hold harmless the Underwriter, its partners, members, employees, agents, affiliates, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or fees and other reasonable expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter or the Selling Securityholders expressly for use therein, it being understood and agreed that with respect to a Selling Securityholder the only such information furnished by the Underwriter consists of the information described as is such in paragraph (b) belowSelling Securityholder’s Selling Securityholder Information.

Indemnification of the Underwriter. The Company Issuer and each Guarantor jointly and severally agrees to indemnify and hold harmless the Underwriter, its affiliates, directors, officers, employees, agents and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Time of Sale Information or the Prospectus (or any amendment or supplement thereto), or caused by any 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, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company Issuer in writing by or on behalf of 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, agents, employees, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, any of the other Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any 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, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter or by a Selling Stockholder 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 members, affiliates, directors, officers and employees, and each person, if any, who controls the any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and each affiliate of the Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage or liability to which the Underwriter or such member, without limitationaffiliate, any legal director, officer, employee or controlling person may become subject under the Securities Act, the Exchange Act, other expenses reasonably incurred in connection with defending federal or investigating any such action state statutory law or claim) that arise out ofregulation, or are at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 7(d) below), insofar as such loss, claim, damage or liability (or actions in respect thereof as contemplated below) arises out of or is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) 430A under the Securities Act, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar 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 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 and each such member, affiliate, director, officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Underwriter and each such member, affiliate, director, officer, employee and controlling person) as such lossesexpenses are reasonably incurred by the Underwriter or such member, claimsaffiliate, damages or liabilities arise out ofdirector, officer, employee, or are based uponcontrolling 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 untrue statement or omission made in reliance upon and in conformity with any written information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use thereinin the Registration Statement, any preliminary prospectus, the 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 furnished by the Underwriter to the Company consists of the information described as such in paragraph (bSection 7(b) below. The indemnity agreement set forth in this Section 7(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 officers and employees, and each person, if any, who controls the any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and each affiliate of the Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage or liability to which the Underwriter or such officer, without limitationemployee, any legal controlling person or affiliate may become subject under the Securities Act, the Exchange Act, other expenses reasonably incurred in connection with defending federal or investigating any such action state statutory law or claim) that arise out ofregulation, or are at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 9(d) below), insofar as such loss, claim, damage or liability (or actions in respect thereof as contemplated below) arises out of or is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) 430A under the Securities Act, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar 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 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 and each such officer, employee, controlling person and affiliate for any and all expenses (including the fees and disbursements of counsel chosen by the Underwriter) as such lossesexpenses are reasonably incurred by the Underwriter or such officer, claimsemployee, damages controlling person or liabilities arise out ofaffiliate in connection with investigating, defending, settling, compromising or are based upon, 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 untrue statement or omission made in reliance upon and in conformity with any written information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use thereinin the Registration Statement, any preliminary prospectus, the 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 furnished by the Underwriter to the Company consists of the information described as such in paragraph 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. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Act (each, an “Affiliate”), its selling agents and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense whatsoever, as incurred, arising out of (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimA) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), any “road show” as defined in including the Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out of, (B) any untrue statement or are based uponalleged untrue statement of a material fact included in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package 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 (C) 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, including any road show or investor presentations made to the investors by the Company (whether in person or electronically), 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(d) hereof) 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use thereinin the Registration Statement (or any amendment thereto) or the Prospectus, it being understood and agreed that including the only such information furnished by Rule 430B Information, or any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Underwriter consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates, directors, officers, employees and agents, and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate against any loss, claim, damage, liability or expense, as incurred, 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 Underwriter within the meaning Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of Rule 405 under the Act from and against any and all losses, claims, damages and liabilities or is based upon (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimi) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, except insofar 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 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 light of the circumstances under which they were made, not misleading; and to reimburse the Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of counsel) as such lossesexpenses are documented and reasonably incurred by the Underwriter or such affiliate, claimsdirector, damages officer, employee, agent or liabilities arise out ofcontrolling person in connection with investigating, defending, settling, compromising or are based upon, 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 untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter in writing expressly for use thereinin the Registration Statement, any preliminary prospectus, the 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 furnished by the Underwriter consists of the information described as such in paragraph (bSection 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.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each of clauses (i) and (ii) except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished 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, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement Statements or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished 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 subsection (b) below.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its officers and employees, and each person, if any, who controls the any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of against any loss, claim, damage, liability or expense, as incurred, to which the Underwriter within the meaning of Rule 405 or such officer, employee or controlling person may become subject, under the Act from and against any and all lossesSecurities Act, claimsthe Exchange Act, damages and liabilities (including, without limitation, any legal other federal or other expenses reasonably incurred in connection with defending state statutory law or investigating any such action or claim) that arise out ofregulation, or are 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 in accordance with Section 8(d) below), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) 430B under the Securities Act, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar 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 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 (iii) 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 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, 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, willful misconduct or gross negligence; and to reimburse the Underwriter and each such officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Underwriter) as such lossesexpenses are reasonably incurred by the Underwriter or such officer, claimsemployee or controlling person in connection with investigating, damages defending, settling, compromising or liabilities arise out of, or are based upon, 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 untrue statement or omission made in reliance upon and in conformity with any written information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use thereinin the Registration Statement, any preliminary prospectus, the 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 furnished by the Underwriter to the Company consists of the information described as such in paragraph subsection (b) below. 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 each Underwriter, its officers and employees, and each person, if any, who controls the any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of the against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter within the meaning of Rule 405 or such controlling person may become subject, under the Act from and against any and all lossesAct, claimsthe Exchange Act, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending federal or investigating any such action state statutory law or claim) that arise out ofregulation, or are based uponat common law or otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, including any “road show” as defined in information deemed to be a part thereof pursuant to Rule 433(h) 430B or Rule 430C under the Act, any Company information that or the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, ; (ii) upon any such untrue statement or omission or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto) or any “road show” (as defined in Rule 433 under the Act) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”), or the omission made or alleged omission therefrom of a material fact necessary in reliance upon and in conformity with any information relating order to make the Underwriter furnished to the Company in writing by the Underwriter expressly for use statements therein, it being understood and agreed that in the only such information furnished by the Underwriter consists light of the information described as such circumstances under which they were made, not misleading; (iii) in paragraph (b) below.whole or in part upon any inaccuracy in the representations and warranties of the

Indemnification of the Underwriter. The Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Underwriter, and each persondealer selected by each Underwriter that participates in the offer and sale of the 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 either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act from and Act, against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense whatsoever (including, without limitation, including but not limited to any and all legal or other expenses reasonably incurred in connection with investigating, preparing or defending against any litigation, commenced or investigating any such action or claim) that arise out ofthreatened, or are any claim whatsoever, whether 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 based upon, upon any untrue statement or alleged untrue statement of a material fact contained in (i) any part of Preliminary Prospectus, if any, the Registration Statement or amendment thereofthe Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or any Preliminary Prospectuswith the approval of, any Statutory Prospectus or any amendment or supplement theretothe Company in connection with the marketing of the Offering, including any “road show” as defined or investor presentations made to investors by the Company (whether in Rule 433(hperson or electronically); or (iii) any application or other document or written communication (in this Article VI, collectively 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 Actsecurities laws thereof or filed with the Commission, any Company information that the Company has filedstate securities commission or agency, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus Trading Market or any amendment securities exchange; or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein 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, except insofar as unless such lossesstatement or omission was made in reliance upon and in conformity with written information furnished to the Company with respect to the applicable Underwriter by or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, claimsif any, damages the Registration Statement or liabilities arise out ofProspectus, or are based uponany amendment or supplement thereto, or in any such application, as the case may be. With respect to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and the Preliminary Prospectus, if any, the indemnity agreement contained in conformity with any information relating this Section 6.1 shall not inure to the benefit of the Underwriter furnished to the Company in writing 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 Shares to such Person as required by the Underwriter expressly for use thereinSecurities Act and the rules and regulations thereunder, it being understood and agreed that if the only untrue statement or omission has been corrected in the Prospectus, unless such information furnished 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 consists of the information described as such commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons in paragraph (b) belowconnection with the issue and sale of the Shares or in connection with the Registration Statement or Prospectus.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, each person, if any, person who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act from and Securities Act, against any and all losses, claims, damages and liabilities (includingor liabilities, without limitationjoint or several, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or any Preliminary Prospectusin the Registration Statement, any Statutory the Prospectus (or any amendment or supplement thereto), any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Issuer Free Writing Prospectus or any amendment or supplement thereto, or any Testing-the-Waters CommunicationPricing Disclosure Package, or arise out of, of or are based upon, any upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleadingmisleading and agrees to reimburse each such indemnified party to the extent set forth below, except insofar as such lossesincurred, claims, damages for any legal or liabilities arise out of, other expenses reasonably incurred by them in connection with investigating or are based upon, defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with any written information relating to the Underwriter furnished to the Company in writing by or on behalf of the Underwriter expressly specifically for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in paragraph (bSection 7(b) belowhereof.

Indemnification of the Underwriter. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates, agents, employees, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, any of the other Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any 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, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter or by a Selling Stockholder 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 each of the Guarantors agree jointly and severally to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable and actual out-of-pocket legal or fees and other reasonable and actual out-of-pocket expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished 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 members, affiliates, directors, officers, employees, and agents, and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all lossesloss, claimsclaim, damages and liabilities damage or liability to which the Underwriter or such member, affiliate, director, officer, employee or controlling person may become subject under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, at common law or otherwise (includingincluding in settlement of any litigation, without limitationif such settlement is effected in accordance with Section 7(d) below), any legal insofar as such loss, claim, damage or other expenses reasonably incurred liability (or actions in connection with defending respect thereof as contemplated below) arises out of or investigating any such action or claimis based upon (i) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) 430B under the Securities Act, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar 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 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 and each such member, affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Underwriter and each such member, affiliate, director, officer, employee, agent and controlling person) as such lossesexpenses are reasonably incurred by the Underwriter or such member, claimsaffiliate, damages or liabilities arise out ofdirector, officer, employee, or are based uponcontrolling 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 untrue statement or omission made in reliance upon and in conformity with any written information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use thereinin the Registration Statement, any preliminary prospectus, the 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 furnished by the Underwriter to the Company consists of the information described as such in paragraph (bSection 7(b) below. The indemnity agreement set forth in this Section 7(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, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished 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 subsection (b) below.

Indemnification of the Underwriter. The Each of the Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act 1934 Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), 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 1933 Act (a “road show”) or any Disclosure Package (including any Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished 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) belowInformation.

Indemnification of the Underwriter. The Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Underwriter, and each persondealer selected by each Underwriter that participates in the offer and sale of the Securities (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 either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act from and Act, against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense whatsoever (including, without limitation, including but not limited to any and all legal or other expenses reasonably incurred in connection with investigating, preparing or defending against any litigation, commenced or investigating any such action or claim) that arise out ofthreatened, or are any claim whatsoever, whether 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 based upon, upon any untrue statement or alleged untrue statement of a material fact contained in (i) any part of Preliminary Prospectus, if any, the Registration Statement or amendment thereofthe Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or any Preliminary Prospectuswith the approval of, any Statutory Prospectus or any amendment or supplement theretothe Company in connection with the marketing of the Offering, including any “road show” as defined or investor presentations made to investors by the Company (whether in Rule 433(hperson or electronically); or (iii) any application or other document or written communication (in this Article VI, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the Actsecurities laws thereof or filed with the Commission, any Company information that the Company has filedstate securities commission or agency, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus Trading Market or any amendment securities exchange; or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein 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, except insofar as unless such lossesstatement or omission was made in reliance upon and in conformity with written information furnished to the Company with respect to the applicable Underwriter by or on behalf of such Underwriter expressly for use in any Preliminary Prospectus, claimsif any, damages the Registration Statement or liabilities arise out ofProspectus, or are based uponany amendment or supplement thereto, or in any such application, as the case may be. With respect to any untrue statement or omission or alleged untrue statement or omission made in reliance upon and the Preliminary Prospectus, if any, the indemnity agreement contained in conformity with any information relating this Section 6.1 shall not inure to the benefit of the Underwriter furnished to the Company in writing 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 Securities to such Person as required by the Underwriter expressly for use thereinSecurities Act and the rules and regulations thereunder, it being understood and agreed that if the only untrue statement or omission has been corrected in the Prospectus, unless such information furnished 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 consists of the information described as such commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons in paragraph (b) belowconnection with the issue and sale of the Securities or in connection with the Registration Statement or Prospectus.

Indemnification of the Underwriter. The Each of the Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), 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 Securities Act (a “road show”) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished 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 subsection (b) below.

Indemnification of the Underwriter. The Company agrees and each of the Guarantors jointly and severally agree to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each of clauses (i) and (ii) except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished 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 officers and employees, and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of against any loss, claim, damage, liability or expense, as incurred, to which the Underwriter within the meaning of Rule 405 or such officer, employee or controlling person may become subject, under the Act from and against any and all lossesSecurities Act, claimsthe Exchange Act, damages and liabilities (including, without limitation, any legal other federal or other expenses reasonably incurred in connection with defending state statutory law or investigating any such action or claim) that arise out ofregulation, or are 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 in accordance with Section 9(d) below), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) 430B under the Securities Act, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, except insofar 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 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 and each such officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Underwriter) as such lossesexpenses are reasonably incurred by the Underwriter or such officer, claimsemployee or controlling person in connection with investigating, damages defending, settling, compromising or liabilities arise out of, or are based upon, 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 untrue statement or omission made in reliance upon and in conformity with any written information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use thereinin the Registration Statement, the Base Prospectus, the 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 furnished by the Underwriter to the Company consists of the information described as such in paragraph 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. The Company agrees to indemnify and hold harmless the Underwriter, its affiliates, directors and officers and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claim) proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make 20 (NY) 27961/057/UA/ua.doc the statements therein, in the light of the circumstances under which they were made, not misleading, in each of clauses (i) and (ii) except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished 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 subsection (b) below.