Common use of Indemnification of the Underwriters Clause in Contracts

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the 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; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the 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; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the 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; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree to will indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any losslosses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person Underwriter may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises (i) arise out of or is are based upon (i) upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, including any information deemed Issuer Free Writing Prospectus or any “issuer information” filed or required to be a part thereof filed pursuant to Rule 430B or 430C 433(d) under the Securities Act, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package or the Prospectus (or any amendment or supplement thereto)misleading, 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 will reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for any and all documented legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense action or actionclaim as such expenses are incurred; provided, however, that the foregoing indemnity agreement Company shall not apply, with respect be liable in any such case to an Underwriter, to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly specifically for use in therein or (ii) result from the Disclosure Package gross negligence, willful misconduct or bad faith of the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise haveAuction Service Provider.

Indemnification of the Underwriters. The Company and Each of the GuarantorObligors, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent employee or controlling person may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyPartnership), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or the Preliminary Prospectus, any amendment theretoIssuer Free Writing Prospectus, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package Issuer Additional Written Communication or the Prospectus (or any amendment or supplement theretoto any of the foregoing), or (ii) the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereintherein (in the case of the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Issuer Additional Written Communication or the Prospectus, in the light of the circumstances under which they were made, ) not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Issuer Additional Written Communication or the Final Prospectus (or any amendment or supplement theretoto any of the foregoing), it being understood and agreed that the only such information furnished by the Representative on behalf of any Underwriter consists of the information described as such in the penultimate sentence of Section 8(b). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor Obligors may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under of the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in the Disclosure Package any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person persons for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliateUnderwriter, officer, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished in writing to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 7(b) hereof. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employeesaffiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”), and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, agent agent, Affiliate or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or agent, Affiliate and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent agent, Affiliate or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Disclosure Package or Preliminary Prospectus, the Prospectus or any “road show” (as defined in Rule 433 under the Securities Act) (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 each Underwriter and each such affiliate, director, officer, employee, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) 8 shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriterthe Underwriters, its their members, affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any loss, claim, damage, damage or liability or expense, as incurred, to which any Underwriter or such Underwritermember, affiliate, director, officer, employee, agent employee or controlling person may become subject, subject under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with the written consent of the CompanySection 7(d) below), insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package Time of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement thereto), or 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 each Underwriter the Underwriters and each such member, affiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by each of the RepresentativesUnderwriters) as such expenses are reasonably incurred by such Underwriter the Underwriters or such member, affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Underwriters expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriters to the Company consists of the information described in Section 2(a) of this Agreement. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the GuarantorGuarantors, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in Section 7(b) hereof. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and or the Guarantor Guarantors may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees, affiliates and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, affiliate, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, affiliate, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the 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; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company will, and each of the GuarantorAdviser and BDC Partners, jointly and severally, agree to will, indemnify and hold harmless each Underwriter, its affiliatesofficers, directors, officersemployees, agents and employeesrepresentatives, affiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliateofficer, director, officer, employee, agent agent, representative, or affiliate or such controlling person may become subject, under the Securities Act, the Investment Company Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated belowthereof) arises arise out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Pre-Pricing Prospectus, together with the Disclosure Package Pricing Information, or the Prospectus (or any amendment or supplement thereto), or any Additional Disclosure Item, 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 will reimburse each Underwriter and each such affiliateofficer, director, officer, employee, agent and representative, or person controlling person such Underwriter for any and all documented legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action, as such expenses are reasonably incurred; provided, however, that the foregoing indemnity agreement Company, and each of the Adviser and BDC Partners, shall not apply, with respect be liable in any such case to an Underwriter, to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus or any Additional Disclosure Item or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise haveContent.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employeesaffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, affiliates, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including including, subject to Section 8(c), the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, affiliates and agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company Each of the Issuer and the GuarantorParent Guarantor agrees, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliateUnderwriter or such Affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyParent Guarantor), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Disclosure Package Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Issuer or the Parent Guarantor contained herein; or (iv) in whole or in part upon any failure of the Issuer or the Parent Guarantor to perform its obligations hereunder or under law; and to reimburse each Underwriter and each such affiliate, directorAffiliate, officer, employee, agent or employee and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesUnderwriters) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuer or the Parent Guarantor by such any Underwriter through the Representatives Lead Managers expressly for use in the Disclosure Package Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and Issuer or the Parent Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employees, affiliates and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, agent agent, affiliate or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in each Company Additional Written Communication, each Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or agent, affiliate and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent agent, affiliate or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees, affiliates and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final 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 in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliatesUnderwriter [and each Forward Seller] and their respective officers, directors, officersemployees, agents and employeesrepresentatives, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, [and each person, if any, who controls a Forward Seller within the meaning of the Securities Act and Exchange Act,] against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, [Forward Seller,] director, officer, employee, agent or representative or such controlling person may become subject, under the Securities Act, the Investment Company Act, the Exchange Act or other Act, any U.S. federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B 430A or 430C Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or misleading; (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package Package, 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) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliateUnderwriter, [Forward Seller,] director, officer, employee, agent agent, representative or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesUnderwriters [and the Forward Sellers]) as such expenses are reasonably incurred by such Underwriter or such affiliateUnderwriter, [Forward Seller,] director, officer, employee, agent agent, representative or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto); and provided further, that with respect to any Preliminary Prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of a later Preliminary Prospectus were timely delivered to the Underwriter pursuant to Section 3 and a copy of the later Preliminary Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the later Preliminary Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in the Disclosure Package any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person persons for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliateUnderwriter, officer, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantoragrees to indemnify, jointly and severally, agree to indemnify defend and hold harmless each Underwriter, its affiliatesthe QIU, and their respective partners, directors, officers, agents and employees, members and each personagents, if any, any person who controls any Underwriter or QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of any Underwriter or QIU, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any and all loss, claim, damage, expense, liability or expenseclaim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representative) whatsoever, as incurred, to which which, jointly or severally, any Underwriter or QIU or any such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), incur insofar as such loss, claimdamage, damageexpense, liability or expense (or actions in respect thereof as contemplated below) claim arises out of of, relates to or is based upon on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act), or the arises out of, relates to or is based on any omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter Information or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was required to be stated in the Registration Statement or was necessary to make the Underwriter Information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in the Disclosure Package any Written Testing-the-Waters Communication, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or in any Blue Sky application or other information or other documents executed by the Company filed in any state or other jurisdiction or Nasdaq to qualify any or all of the Public Securities under the securities laws thereof, or arises out of, relates to or is based on any omission or alleged omission therefrom of to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not applyexcept, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth , insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in this Section 8(aconformity with the Underwriter Information or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) shall be in addition connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to any liabilities that make the Company and statements in the Guarantor may otherwise haveUnderwriter Information, in the light of the circumstances under which they were made, not misleading.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under of the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in the Disclosure Package any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person persons for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliateUnderwriter, officer, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 7(b) hereof. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employeesaffiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, agent agent, Affiliate or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or agent, Affiliate and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent agent, Affiliate or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any “road show” (as defined in Rule 433), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBAS) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto)) or any road show. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employeesaffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act Act, against any loss, claim, damage, liability or expense, as expense incurred, to which such Underwriter, affiliate, director, officer, employee, agent or affiliate or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents, affiliates and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including including, subject to Section 8(c), the reasonable fees and disbursements of counsel chosen by the Representatives) Representatives as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents and affiliates or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action); provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any “road show” (as defined in Rule 433 under the Securities Act), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBAS) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives BAS expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto), or any road show, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any “road show” (as defined in Rule 433), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBAS and/or CRT) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with the written information information, as described in Section 8(b) hereof, furnished to the Company by such Underwriter through the Representatives Underwriters expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto)) or any road show. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus, the information contained in the Final Term Sheet or the Prospectus (or any amendment or supplement thereto), the investor presentations identified in Schedule D hereto, 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 each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, the Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and each of the GuarantorNotes Guarantors agree, jointly joint and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act from and against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliateits directors, directoraffiliates, officerofficers, employeeemployees, agent agents or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the caused by any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the information contained in the Disclosure Package Package, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the caused by any omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its directors, affiliates, officers, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesImperial Capital) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, affiliates, directors, employees and agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative consists of the information described as such in (b) of this Section 7. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the GuarantorGuarantor agrees, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees, affiliates and employeesagents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, affiliate, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany or the Guarantor), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Written Communication, any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, affiliate, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesUnderwriters) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and or the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliatesUnderwriter and each Forward Seller and their respective officers, directors, officersemployees, agents and employeesrepresentatives, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, and each person, if any, who controls a Forward Seller within the meaning of the Securities Act and Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliateForward Seller, director, officer, employee, agent or representative or such controlling person may become subject, under the Securities Act, the Investment Company Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B 430A or 430C Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliateUnderwriter, Forward Seller, director, officer, employee, agent agent, representative or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentatives and the Forward Sellers) as such expenses are reasonably incurred by such Underwriter or such affiliateUnderwriter, Forward Seller, director, officer, employee, agent agent, representative or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto); and provided further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 3 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any “road show” (as defined in Rule 433 under the Securities Act), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto), or any road show, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliatesUnderwriter and each Forward Seller and their respective officers, directors, officersemployees, agents and employeesrepresentatives, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, and each person, if any, who controls a Forward Seller within the meaning of the Securities Act and Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliateForward Seller, director, officer, employee, agent or representative or such controlling person may become subject, under the Securities Act, the Investment Company Act, the Exchange Act or other Act, any U.S. federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B 430A or 430C Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or misleading; (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package Package, 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) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliateUnderwriter, Forward Seller, director, officer, employee, agent agent, representative or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesUnderwriters and the Forward Sellers) as such expenses are reasonably incurred by such Underwriter or such affiliateUnderwriter, Forward Seller, director, officer, employee, agent agent, representative or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the GuarantorGuarantors, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates and each of its and its affiliates, ’ directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities 1933 Act and the Exchange 1934 Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B or 430C under the Securities ActInformation, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its affiliates and each of its and its affiliates’ officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter Underwriter, or its affiliates or any of its or its affiliates’ officers, directors, employees and agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus (including any Permitted Free Writing Prospectus) or the Final Prospectus (or any amendment or supplement thereto), which information is identified in Section 6(b) hereof. The indemnity agreement set forth in this Section 8(a6(a) shall be in addition to any liabilities that the Company and the Guarantor Guarantors may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriterthe Underwriters, its their members, affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any loss, claim, damage, damage or liability or expense, as incurred, to which any Underwriter or such Underwritermember, affiliate, director, officer, employee, agent employee or controlling person may become subject, subject under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with the written consent of the CompanySection 8(d) below), insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package 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 each Underwriter the Underwriters and each such member, affiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by each of the RepresentativesUnderwriters) as such expenses are reasonably incurred by such Underwriter the Underwriters or such member, affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Underwriters expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriters to the Company consists of the information described in Section 2(a) of this Agreement. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the GuarantorGuarantors, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesDeutsche Bank) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and or the Guarantor Guarantors may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employeesAffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, agent agent, Affiliate or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany or without the written consent of the Company in accordance with Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or agent, Affiliate and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent agent, Affiliate or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the Parent Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents and employees, directors and each person, if any, who controls any Underwriter Underwriters within the meaning of the Securities Act and the Exchange Act against any loss, claim, damagedamage or liability (including, liability without limitation, any legal or expense, as incurred, other expenses reasonably incurred in connection with defending or investigating any such action or claim) to which such Underwriter, affiliate, director, officer, employee, agent director or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company)otherwise, insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained or incorporated in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, not misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any Issuer Free Writing Prospectus, any Company Additional Written Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom in any preliminary prospectus, any Issuer Free Writing Prospectus, any Company Additional Written Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent director or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent director or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, damage or liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Information expressly for use in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the GuarantorOperating Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto)) as set forth in Section 8(b) of this Agreement. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor Operating Partnership may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package or any preliminary prospectus, the Prospectus (or any amendment or supplement thereto), the Term Sheet, any Prospectus wrapper or any “road show” (as defined in Rule 433 under the Securities Act) not constituting a “free writing prospectus” (a “Non-FWP Road Show”), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package or Registration Statement, any preliminary prospectus, the Final Prospectus (or any amendment or supplement thereto), the Term Sheet or any Non-FWP Road Show. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20(a) of the Exchange Act Act, against any lossand all losses, claimliabilities, damageclaims, liability damages and expenses whatsoever as incurred (including but not limited to reasonable attorneys’ fees and any and all expenses reasonably and necessarily incurred in investigating, preparing or expensedefending against any litigation, as incurredcommenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter, affiliate, director, officer, employee, agent they or controlling person any of them may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company)otherwise, insofar as such losslosses, claimliabilities, damageclaims, liability damages or expense expenses (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement for the registration of the Shares, as originally filed or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Actthereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any related Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto)Prospectus, or in any supplement thereto or amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall Company will not apply, with respect to an Underwriter, to be liable in any loss, claim, damage, liability or expense such case to the extent, but only to the extent, arising that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by such or on behalf of any Underwriter through the Representatives expressly for use in the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities therein; it being understood and agreed that the Company and only such information furnished by any Underwriter consists of the Guarantor may otherwise haveinformation described as such in paragraph (b) below.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, Underwriter or such officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or 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 litigation effected in accordance with the written consent of the Companythis Agreement), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package 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 theretoto the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or employee and controlling person for any and all documented reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesJefferies) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Representative to the Company consists of the information described in Section 9(b) below. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employeesaffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or affiliate or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents, affiliates and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including including, subject to Section 8(c), the reasonable fees and disbursements of counsel chosen by the Representatives) Representative as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents and affiliates or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or or, if applicable, Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus, the Disclosure Package Statutory Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact 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 each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBAS) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of one separate counsel in addition to local counsel chosen by the Representatives, assuming no conflicts) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto)) or any Non-IFWP Road Show, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under of the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in the Disclosure Package any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person persons for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter or such affiliateUnderwriter, officer, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employeesaffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including including, subject to Section 8(c), the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents and affiliates or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Final Term Sheet, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Prospectus wrapper or any “road show” (as defined in Rule 433 under the Securities Act) not constituting a “free writing prospectus” (a “Non-FWP Road Show”), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package or Registration Statement, any Preliminary Prospectus, the Final Prospectus (or any amendment or supplement thereto), the Disclosure Package, any Issuer Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company Each of the Issuer and the GuarantorParent Guarantor agrees, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliateUnderwriter or such Affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyParent Guarantor), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Disclosure Package Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Issuer or the Parent Guarantor contained herein; or (iv) in whole or in part upon any failure of the Issuer or the Parent Guarantor to perform its obligations hereunder or under law; and to reimburse each Underwriter and each such affiliate, directorAffiliate, officer, employee, agent or employee and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesUnderwriters) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuer or the Parent Guarantor by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and Issuer or the Parent Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent employee or controlling person for any and all documented reasonable expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement theretoto any of the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree to will indemnify and hold harmless each Underwriterthe Underwriters, its affiliatestheir partners, members, directors, officers, agents and employees, agents, affiliates and each person, if any, who controls any Underwriter of the Underwriters within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damageexpenses, liability damages or expenseliabilities (including, without limitation, legal fees and other expenses in connection with any suit, action or proceeding, as such fees are incurred) joint or several, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person Indemnified Party may become subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (i) upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at any time, the ADR Registration Statement, at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities ActIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package or the Prospectus (or any amendment or supplement thereto)misleading, 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 will reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person Indemnified Party for any and all documented legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, expense, damage, liability, expense action, litigation, investigation or actionproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the foregoing indemnity agreement shall Company will not apply, with respect be liable in any such case to an Underwriter, to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly Underwriters specifically for use in the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities therein, it being understood and agreed that the Company and only such information furnished by the Guarantor may otherwise haveUnderwriters consists of the information described as such in subsection (b) below.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Disclosure Package or Package, 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) under the Securities Act any Prospectus wrapper or any “road show” (as defined in Rule 433 under the Securities Act) not constituting a “free writing prospectus” (a “Non-FWP Road Show”), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package or Registration Statement, any Preliminary Prospectus, the Final Prospectus (or any amendment or supplement thereto), the Disclosure Package, any Issuer Free Writing Prospectus or any Non-FWP Road Show. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in the Disclosure Package any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person persons for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliateUnderwriter, officer, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a6(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto)) it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, Underwriter or such officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or 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, litigation if such settlement is effected in accordance with the written consent Section 8(d) of the Companythis Agreement), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, as amended or supplemented immediately prior to the Disclosure Package Applicable Time, each 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, each Road Show or the Prospectus (or any amendment or supplement thereto)) or any prospectus wrapper material distributed in Canada, 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 each Underwriter and each such affiliate, director, officer, employee, agent or employee and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter or each such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter through the Representative to the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employeesaffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, agent agent, affiliate or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany or without the written consent of the Company in accordance with Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or agent, affiliate and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent agent, affiliate or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree to shall indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees and agents of such Underwriter, each dealer selected by each underwriter to participate in the offer and employees, sale of the Securities and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including any and all investigative, legal and other expenses reasonably incurred arising out of, based upon or expensein connection with, as incurredand any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which such Underwriterthey, affiliateor any of them, director, officer, employee, agent or controlling person may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on or in connection with (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any the information deemed to be a part thereof of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rule Rules 430A and 430B or 430C under of the Securities ActAct and the rules and regulations thereunder, as applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any preliminary prospectus, any preliminary prospectus supplement, any Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), to any of the foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , (iii) any untrue statement or alleged untrue statement of a material fact contained in the Marketing Materials 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 (iv) in whole or in part any inaccuracy in any material respect in the representations and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including warranties of the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany contained herein; provided, however, that the foregoing indemnity agreement Company shall not apply, with respect be liable to an Underwriter, to any the extent that such loss, claim, damageliability, liability expense or expense to the extent, but only to the extent, arising out of or damage is based upon on any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written Underwriters’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have. For all purposes of this Agreement, the information set forth in the Prospectus in the “Representative’s Warrants,” “Right of First Refusal,” “Electronic Offer, Sale and Distribution of Securities,” “Price Stabilization, Short Positions and Penalty Bids,” “Passive Market Making” and “Other Relationships” sections, the information with respect to deals’ concessions and reallowances contained in the section “Discount, Commissions and Expenses,” and the table of underwriters in the first paragraph under the caption “Underwriting” constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished to the Company by such Underwriter the Underwriters through the Representatives expressly Representative specifically for use inclusion in the Disclosure Package preliminary prospectus, the Registration Statement or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise haveProspectus.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees, affiliates and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, affiliate, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, affiliate, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBofA) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and each of the GuarantorSelling Stockholders, jointly severally and severallynot jointly, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or reasonable expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Companyindemnifying party), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, by the indemnifying party, including any information deemed to be a part thereof pursuant to Rule 430B 430A or 430C Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading by the indemnifying party; or (ii) any untrue statement or alleged untrue statement by the indemnifying party of a material fact contained in the Disclosure Package any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereintherein by the indemnifying party, in the light of the circumstances under which they were made, not misleading; misleading and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for any and all documented reasonable expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesCitigroup and UBS) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto); provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense; and provided, further, that the liability of each Selling Stockholder under the foregoing indemnity agreement shall be limited to an amount equal to the public offering price of the Common Shares sold by such Selling Stockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor Selling Stockholders may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, Underwriter or such officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or 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, litigation if such settlement is effected in accordance with the written consent Section 8(d) of the Companythis Agreement), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (A) (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, as amended or supplemented immediately prior to the Disclosure Package Applicable Time, each 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, each Road Show or the Prospectus (or any amendment or supplement thereto)) or any prospectus wrapper material distributed in Canada, 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 each Underwriter and each such affiliate, director, officer, employee, agent or employee and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or each such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter through the Representatives to the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package Preliminary Prospectus, the Time of Sale Prospectus, any Road Show 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 Offered Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesUnderwriters) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by such Underwriter through the Representatives Underwriters expressly for use in the Disclosure Package Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, any Road Show or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriters to the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the Guarantor, jointly and severally, agree Guarantor agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees, affiliates and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, affiliate, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany or the Guarantor), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, affiliate, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Preliminary Prospectus, the 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; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesJPMSI and BAS) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus, the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Final Term Sheet, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Prospectus wrapper or any “road show” (as defined in Rule 433 under the Securities Act) not constituting a “free writing prospectus” (a “Non-FWP Road Show”), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package or Registration Statement, any Preliminary Prospectus, the Final Prospectus (or any amendment or supplement thereto), the Disclosure Package, any Issuer Free Writing Prospectus, the Final Term Sheet or any ▇▇▇-▇▇▇ ▇▇▇▇ Show. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employees, affiliates and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, agent agent, affiliate or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in each Company Additional Written Communication, each Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or agent, affiliate and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent agent, affiliate or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto)Information. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and each of the GuarantorGuarantors, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliatesAffiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliateAffiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany or as otherwise permitted under Section 9(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, ) including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Final 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 each Underwriter and each such affiliateAffiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives▇.▇. ▇▇▇▇▇▇) as such expenses are reasonably incurred by such Underwriter or such affiliateAffiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), including any post-effective amendment thereto, the Preliminary Prospectus, the Pricing Disclosure Package Package, any Issuer Free Writing Prospectus or Prospectus, including the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantor Guarantors may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees, affiliates and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final 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 in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the GuarantorGuarantor agree, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employeesaffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including including, subject to Section 8(c), the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employeesAffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, agent agent, Affiliate or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany or without the written consent of the Company in accordance with Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or agent, Affiliate and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRBS) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent agent, Affiliate or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and each of the GuarantorGuarantors, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Company Additional Written Communication, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officeroffi- cer, employee, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBAS) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Company Additional Written Communication, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, hereby agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents and employees, Affiliates (as defined in Rule 405) and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which any Underwriter or such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company)otherwise, insofar as any such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon the following: (i) upon any untrue statement or alleged untrue statement made by the Company or the Guarantor in Section 1; (ii) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, Statement or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of to state in the Registration Statement or any amendment thereto a material fact required to be stated therein or necessary to make the statements therein not misleading or misleading; or (iiiii) any untrue statement or alleged untrue statement of a any material fact contained included in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Additional Written Communication, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Additional Written Communication, the Disclosure Package or the Prospectus or any amendment or supplement thereto 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 will reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person indemnified party for any and all documented legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person them in connection with investigating, defendingdefending against, settling, compromising or paying appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense liability or action; provided, however, the Company and the Guarantor will not be liable in any such case to the extent that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any such loss, claim, damage, or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Additional Written Communication, the Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information concerning the Underwriters furnished to the Company and the Guarantor in writing by such Underwriter any of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in the Disclosure Package or the Final Prospectus (or any amendment or supplement theretoSection 8(b). The indemnity agreement set forth provided for in this Section 8(a) shall will be in addition to any liabilities liability that the Company and or the Guarantor may otherwise havehave to the indemnified parties. Neither the Company nor the Guarantor shall be liable under this Section 8(a) for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Final Term Sheet, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Prospectus wrapper or any “road show” (as defined in Rule 433 under the Securities Act) not constituting a “free writing prospectus” (a “Non-FWP Road Show”), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package or Registration Statement, any Preliminary Prospectus, the Final Prospectus (or any amendment or supplement thereto), the Disclosure Package, any Issuer Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show, it being understood that such information is expressly limited to information appearing in the table in the first paragraph under the caption “Underwriting” in the Prospectus relating to the principal amount of Securities to be purchased by each Underwriter, the percentage appearing in the third paragraph under the caption “Underwriting” in the Prospectus relating to securities dealer discounts and the information contained in the ninth paragraph under the caption “Underwriting” in the Prospectus relating to stabilization activities. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the GuarantorGuarantors, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriters through the Representative consists of the information described as such in Section 7(b) hereof. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and or the Guarantor Guarantors may otherwise have. Each of the Company and the Guarantors, jointly and severally, also agrees to indemnify and hold harmless Morgan ▇▇▇▇▇▇▇ & Co. LLC (“Morgan ▇▇▇▇▇▇▇”), its affiliates, directors, officers and employees, and each person, if any, who controls Morgan Stanley within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all loss, claim, damage, liability or expense, as incurred as a result of Morgan Stanley’s participation as a “qualified independent underwriter” within the meaning of FINRA Rule 5121 in connection with the offering of the Securities.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package or the Prospectus (Base Prospectus, any preliminary prospectus or any other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package, or in any amendment thereof or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package or the Final Prospectus Registration Statement (or any amendment thereto), or in the Base Prospectus, any preliminary prospectus or any other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package (or in any amendment thereof or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent employee or controlling person for any and all documented reasonable expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives[___________]) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement theretoto any of the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and each of the GuarantorDaVita Guarantors (and upon execution of the Joinder Agreement on the Release Date, each of the HCP Guarantors) jointly and severally, severally agree to indemnify and hold harmless each Underwriter, its affiliatesaffiliates which offer Securities, directors, officers, employees and agents and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages, liability liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Underwriterand expenses, affiliatejoint or several, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including including, subject to Section 8(c), the reasonable fees and disbursements of counsel chosen by the Representatives▇.▇. ▇▇▇▇▇▇) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense liability or actionexpense; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of of, or based upon upon, any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood the only information provided by any Underwriter is referenced in Section 8(b). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the GuarantorOperating Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBAS) as such expenses are reasonably incurred by such Underwriter or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto)) as set forth in Section 8(b) of this Agreement. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor Operating Partnership may otherwise have.

Indemnification of the Underwriters. The Company and the GuarantorOperating Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriter, its each Forward Seller and each Forward Purchaser and their respective affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter Underwriter, Forward Seller or Forward Purchaser within the meaning of the Securities Act and or the Exchange Act Act, from and against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, Forward Seller or Forward Purchaser or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, each Forward Seller and each Forward Purchaser and their respective affiliates, officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented and reasonably incurred expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter Underwriter, Forward Seller or Forward Purchaser or their respective affiliates, officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person persons 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, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership by such Underwriter any Underwriter, Forward Seller or Forward Purchaser through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) as set forth in Section 9(b) of this Agreement. The Company and the Operating Partnership hereby acknowledge that the only information the Underwriters, Forward Sellers and Forward Purchasers have furnished to the Company and the Operating Partnership for the uses set forth in the preceding sentence are the statements set forth in the penultimate sentence of Section 9(b). The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantor Operating Partnership may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any failure to comply with or violation of Section 5 of the Securities Act or of any state securities or blue sky laws in connection with the offering and sale of the Shares; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (iiiii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement set forth in clauses (ii) and (iii) of this Section 8(a) shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees, affiliates and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and Regulations and the Exchange Act and Regulations against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, affiliate, agent or controlling person may become subject, under the Securities ActAct and Regulations, the Exchange Act and Regulations or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, subject to Section 8(d) below, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, affiliate, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliatesUnderwriter and each Forward Seller and their respective officers, directors, officersemployees, agents and employeesrepresentatives, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act, and each person, if any, who controls a Forward Seller within the meaning of the Securities Act and Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliateForward Seller, director, officer, employee, agent or representative or such controlling person may become subject, under the Securities Act, the Investment Company Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B 430A or 430C Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliateUnderwriter, Forward Seller, director, officer, employee, agent agent, representative or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentatives and the Forward Sellers) as such expenses are reasonably incurred by such Underwriter or such affiliateUnderwriter, Forward Seller, director, officer, employee, agent agent, representative or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Underwriters expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto); and provided further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 3 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under of the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in the Disclosure Package any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person persons for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter or such affiliateUnderwriter, officer, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 7(b) hereof. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliatesaffiliates (as such term is defined in Rule 405 under the Securities Act), directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Disclosure Package 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, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representativescounsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by such Underwriter through the Representatives Representative in writing expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material, any Section 5(d) Written Communication or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(b) below. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in connection with the reservation and sale of Directed Shares to the DSP Participants or any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBAS) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the GuarantorOperating Partnership agrees, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the 1934 Act, and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employeeemployee or affiliate thereof as follows: (i) against any and all loss, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossliability, claim, damagedamage and expense whatsoever, liability as incurred by any Underwriter or expense (or actions in respect thereof as contemplated below) arises any such person, arising out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B or 430C under the Securities ActInformation, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in the roadshow materials relating to the offer of the Securities, any Issuer Free Writing Prospectus, the Disclosure Package Package, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for ; (ii) against any and all documented expenses loss, liability, claim, damage and expense whatsoever, as incurred, by any Underwriter or any such person, 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 any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided any such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld; and (iii) against any and all expense whatsoever, as incurred by any Underwriter or any such person (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are ), reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Disclosure Package Package, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise haveOperating Partnership acknowledge that such information consists only of the information described in Section 3(o) herein.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Disclosure Package information contained in the Final Term Sheet or in Schedule C, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or any prospectus wrapper material distributed in Canada in connection with foreign sales or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇ after obtaining approval of such counsel from JPM) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, the Final Term Sheet, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliatesaffiliates (as such term is defined in Rule 405 under the Securities Act), directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Disclosure Package 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, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representativescounsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by such Underwriter through the Representatives in writing expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material, any Section 5(d) Written Communication or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(b) below. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any “road show” (as defined in Rule 433 under the Securities Act) not constituting an issuer free writing prospectus (as defined in Rule 433 under the Securities Act) (a “Non-IFWP Road Show”), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBAS) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives BAS expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto)) or any Non-IFWP Road Show, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and Regulations and the Exchange Act and Regulations against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities ActAct and Regulations, the Exchange Act and Regulations or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, subject to Section 8(d) below, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions any suit, action, proceeding or claim in respect thereof as contemplated below) ), joint or several, arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or suit, action, proceeding or claim in respect thereof; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees, agents and employeesaffiliates, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including including, subject to Section 8(c), the reasonable fees and disbursements of counsel chosen by the RepresentativesCitigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents and affiliates or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the 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; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. (1) The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act against any and all loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or any such director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus, the Disclosure Package Statutory Prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in any foreign jurisdiction, 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) in whole or in part, any inaccuracy in the representations and warranties of the Company contained herein; and to reimburse each Underwriter, each of its directors, officers, employees and agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Wachovia) as such expenses are reasonably incurred by such Underwriter or any such director, officer, employee or agent or any such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representative expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto) (it being understood that such information furnished by the Representative consists exclusively of the information described in the penultimate sentence of Section 7(b) hereof). The indemnity agreement set forth in this Section 7(a)(1) shall be in addition to any liabilities that the Company may otherwise have. (2) Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, claim, damage, liability or expense, as incurred, to which such Underwriter or any such director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or such Selling Stockholder), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material distributed in any foreign jurisdiction, 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 each Underwriter Underwriter, each of its directors, officers, employees and agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesWachovia) as such expenses are reasonably incurred by such Underwriter or any such affiliate, director, officer, employee, employee or agent or any such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that each of the foregoing indemnity agreement shall not apply, agreements with respect to an Underwriter, (i) and (ii) above shall apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Selling Stockholder expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood that such information consists exclusively of such Selling Stockholder’s name and address and the numbers of shares of Common Stock set forth opposite such Selling Stockholder’s name and any information relating to such Selling Stockholder contained in the footnotes in the preliminary prospectus, the Statutory Prospectus and the Prospectus under the caption “Principal and Selling Stockholders”; and provided, further, that, notwithstanding anything to the contrary above, the liability of each Selling Stockholder under this Section 7(a)(2) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder. The indemnity agreement set forth in this Section 8(a7(a)(2) shall be in addition to any liabilities that the Company and the Guarantor such Selling Stockholder may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B 430A or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or in any prospectus wrapper material distributed in connection with the reservation and sale of Directed Units to the DUP Participants or in any “road show” (as defined in Rule 433 under the Securities Act), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented reasonable expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBAS) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives BAS expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto), or any road show, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the GuarantorGuarantors, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third sentence of the ninth paragraph (beginning “Short sales involve...”) and the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting (Conflicts of Interest)” in the Prospectus. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and or the Guarantor Guarantors may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus, the information contained in the Final Term Sheet 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 each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, the Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the GuarantorGuarantors, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third sentence of the seventh paragraph and the ninth paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and or the Guarantor Guarantors may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the GuarantorGuarantors, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesMLPF&S) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and or the Guarantor Guarantors may otherwise have.

Indemnification of the Underwriters. The Company and the GuarantorGuarantors, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and or the Exchange Act Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Disclosure Package information contained in the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or any prospectus wrapper material distributed in Canada in connection with foreign sales or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its affiliates, officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇ Fargo) as such expenses are reasonably incurred by such Underwriter Underwriter, or its affiliates, officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, the Final Term Sheet, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor Guarantors may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees and employeesagents, and each person, if any, who controls any such Underwriter within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such each Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any written materials prepared by the Company, or any information provided by the Company for use in any written materials, used during or in connection with any “road show” (as defined in Rule 433 under the Securities Act), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such affiliate, director, officer, employee, agent or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees, agents or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with the written information information, as described in Section 8(b) hereof, furnished to the Company by such Underwriter the Underwriters through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto)) or any written materials prepared for use in and used during or in connection with any road show, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

Indemnification of the Underwriters. The Each of the Company and the GuarantorGuarantors, jointly and severally, agree agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents officers and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, director, officer, employee, agent employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent employee or controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representative have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third sentence of the seventh paragraph (beginning “Short sales involve...”) and the ninth paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company and or the Guarantor Guarantors may otherwise have.

Indemnification of the Underwriters. The Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents employees, affiliates and employeesagents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, affiliate, Underwriter or such director, officer, employee, affiliate, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyGuarantor), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Disclosure Package Investor Presentation, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, affiliate, agent or and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, affiliate, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such any Underwriter through the Representatives expressly for use in the Disclosure Package Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and or the Guarantor may otherwise have.