Common use of Indemnification of Underwriters Clause in Contracts

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iv) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has not been previously paid under (i), (ii) or (iii) above; provided, however, that the indemnity set forth in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4.

Indemnification of Underwriters. The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter Underwriter, its partners, directors, officers and each personemployees, if any, and any person who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, as followsand the successors and assigns of all of the foregoing persons, from and against: (i) against any and all loss, liabilitydamage, claimexpense, damage and expense liability or claim whatsoever (including the reasonable cost of any investigation incurred in connection therewith) which, jointly or severally, any such expenses covered by clause (iv) below to be paid Underwriter or any such person may incur under the 1933 Act, the 1934 Act, the 1940 Act, the common law or otherwise, insofar as incurred) arising such loss, damage, expense, liability or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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 (iiB) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus, Additional Disclosure Item (when taken together with the Time of Sale Prospectus and the ProspectusDisclosure 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; (iiiii) against any and all loss, liabilitydamage, claimexpense, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid liability or claim whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever arises out of or is based upon any such untrue statement or omission, or any such alleged untrue statement or omission, omission referred to in clause (i); provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigationactual or threatened litigation (including the fees and disbursements of counsel chosen by the Representative), or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under clauses (i), ) or (ii) or (iii) above; provided. Notwithstanding the foregoing, however, that the indemnity indemnification provisions set forth in this Section 6(a) shall not apply to any loss, liabilitydamage, claimexpense, damage liability or expense claim to the extent arising out of or based upon any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or its counsel expressly for use in the Registration Statement (or any amendment thereto), the Disclosure Package or the Prospectus (or any Preliminary Prospectusamendment or supplement thereto) or any Additional Disclosure Item, it being understood and agreed upon that the only such information furnished by any Free Writing Underwriter consists of the information set forth in Section 6(f) below. Moreover, that the Company will not be liable to any Underwriter with respect to the Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information Disclosure Package or any other written information furnished Additional Disclosure Item to the extent that the Company by shall sustain the burden of proving that any such loss, damage, expense, liability or claim resulted from the fact that such Underwriter, in contravention of a requirement of this Agreement or applicable law, sold Securities to a person to whom such Underwriter through failed to send or give, at or prior to the Representatives expressly for use in any such Free Writing Closing Time, a copy of the Prospectus, as set forth then amended or supplemented if: (i) the Company shall have previously furnished copies of the Prospectus (sufficiently in Schedule 4advance of the Closing Time to allow for distribution by the Closing Time) to the Underwriter and the loss, damage, expense, liability or claim against such Underwriter resulted from an untrue statement or omission of a material fact contained in or omitted from the Disclosure Package or any Additional Disclosure Item (when taken together with the Disclosure Package) which was corrected in the Prospectus prior to the Closing Time and such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person and (ii) such failure to give or send such Prospectus by the Closing Time to the party or parties asserting such loss, damage, expense, liability or claim would have constituted a defense to the claim asserted by such person.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates, directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under clause (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written amendment or supplement thereto), it being understood and agreed that the only such information furnished to consists of the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth information contained in Schedule 4E hereto.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the agents and affiliates of each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, Company Additional Written Communication or any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iii2) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iv3) against any and all expense whatsoever, as incurred (including, subject to Section 6(b6(c) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii1) or (iii2) above; provided, however, that the this indemnity set forth in this Section 6(a) shall agreement does not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale any Company Additional Written Communication or any Preliminary Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its directors, officers, employees and affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto), ) or any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the ProspectusAdditional Material, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended (or supplemented, made in reliance upon, and in conformity withany amendment or supplement thereto) (collectively, the “Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information”).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates, directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under clause (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written amendment or supplement thereto), it being understood and agreed that the only such information furnished to consists of the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth information contained in Schedule 4E hereto.

Indemnification of Underwriters. The Company agrees and the Guarantor agree to jointly and severally indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information deemed to be a part thereof, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “road show” as defined in Rule 433(h) of the Time of Sale Prospectus and 1933 Act Regulations (a “road show”) or the Prospectusinformation contained in the Final Term Sheet, 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; (iii2) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) belowhereof) any such settlement is effected with the written consent of the CompanyCompany and the Guarantor; and (iv3) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentative(s)), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii1) or (iii2) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company or the Guarantor by any Underwriter through the Representative(s) expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information deemed to be a part thereof or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its directors, officers, employees, agents, affiliates within the meaning of Rule 405 under the 1933 Act, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Basic Prospectus, Preliminary Prospectus, Issuer Free Writing Prospectus, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(d) below) any such settlement is effected with the written consent of the CompanyCompany (which consent shall not be unreasonably withheld, delayed or conditioned); and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), any Preliminary the Basic Prospectus, any Free Writing Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished amendment or supplement thereto). This indemnity agreement will be in addition to any liability which the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4may otherwise have.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its Affiliates, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), and including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus and the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or any material or information provided to investors by, or with the approval of the Company in connection with the marketing of the Securities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iv) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Content.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers and affiliates of each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i1) against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary Issuer Free Writing Prospectus, any preliminary prospectus, the Pricing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iii2) against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(d) below) any such settlement is effected with the written consent of the Company; and (iv3) against any and all expense expenses whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii1) or (iii2) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives (it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof) expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectusincluding the Rule 430B Information deemed to be a part thereof, if applicable, any Issuer Free Writing Prospectus, any preliminary prospectus, the Time of Sale Pricing Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), selling agents, officers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, General Disclosure Package or the omission Prospectus (or alleged omission therefrom 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) belowhereof) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, any Free Writing Prospectus, or in the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its directors, officers, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Basic Prospectus, Preliminary Prospectus, Issuer Free Writing Prospectus, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(d) below) any such settlement is effected with the written consent of the CompanyCompany (which consent shall not be unreasonably withheld, delayed or conditioned); and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), any Preliminary the Basic Prospectus, any Free Writing Preliminary Prospectus, the Time of Sale Prospectus Information or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished amendment or supplement thereto). This indemnity agreement will be in addition to any liability which the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4may otherwise have.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information deemed to be part of the Registration Statement, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iii2) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iv3) against any and all expense whatsoever, as incurred (including, subject to Section 6(b6(c) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii1) or (iii2) above; provided, however, that the (A) this indemnity set forth in this Section 6(a) shall agreement does not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) and (B) as to any preliminary prospectus, any preliminary prospectus supplement, the Prospectus or any amendment or supplement thereto, this indemnity agreement shall not inure to the benefit of any Underwriter on account of any loss, liability, claim, damage or expense arising from the fact that such Underwriter sold Underwritten Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus (excluding documents incorporated by reference) as then amended or supplemented in any case where such delivery is required by the 1933 Act if the Company has previously furnished copies thereof to such Underwriter in the quantities requested at a reasonable time prior to the delivery of the written confirmation of such sale and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in such preliminary prospectus, preliminary prospectus supplement, Prospectus (excluding documents incorporated by reference) or amendment or supplement thereto, which the Company has sustained the burden of proving was corrected in the Prospectus (excluding documents incorporated by reference) or in the Prospectus (excluding documents incorporated by reference) as then amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, each of its officers and directors, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) to the extent of the aggregate amount paid paid, in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto)Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended such amendment or supplementedsupplement, made in reliance upon, upon and in conformity with, the Underwriter Information or any other with written information furnished to the Company by such Underwriter the Underwriters through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4therein.

Indemnification of Underwriters. The Company Operating Partnership agrees to indemnify and hold harmless each Underwriter Underwriter, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and their respective officers, directors, members, affiliates (each as such term is defined in Rule 501(b) under the 1933 Act (each, an “Indemnified PersonAffiliate”), ) and employees as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus supplement, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iii2) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the CompanyOperating Partnership; and (iv3) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii1) or (iii2) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, upon and in conformity with, the Underwriter Information or any other with written information furnished to the Company Operating Partnership by such any Underwriter through the Representatives expressly for use in the Registration Statement, any such preliminary prospectus supplement, any Issuer Free Writing Prospectus, as set forth in Schedule 4Prospectus or the Prospectus Supplement (or any amendment thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its directors, officers and affiliates and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, any preliminary prospectus, the Pricing Prospectus, the General Disclosure Package or any amendment thereto)the Prospectus, including the Basic Prospectus included thereinin each case as amended or supplemented, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the case of any preliminary prospectus, the Pricing Prospectus, the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made, not misleading; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(d) below) any such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld; and (iviii) against any and all expense whatsoever, as reasonably incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, upon and in conformity with, the Underwriter Information or any other with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Registration Statement, any such preliminary prospectus, the Pricing Prospectus, the General Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, as set forth in Schedule 4.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and their respective partners, directors and officers and each person, if any, who controls any Underwriter (collectively, “Underwriter Indemnified Parties”) within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, ) 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), ) or in any Issuer Free Writing Prospectus, “issuer information” (as defined in Rule 433) of the Time of Sale Prospectus and the Prospectus, Company that is filed or required to be filed under Rule 433(d) 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, omission referred to in subsection (i) above or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any if such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, the fees and disbursements of counsel chosen by the Representatives)incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto)) or any preliminary prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended (or supplemented, any amendment or supplement thereto) or made in reliance upon, upon the Trustee’s Statement of Eligibility filed as an exhibit to the Registration Statement. The Company and in conformity with, the Underwriter Information or any other Underwriters hereby acknowledge and agree that the only written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Registration Statement (or any such amendment thereto) or any preliminary prospectus, any Issuer Free Writing Prospectus, as Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in Schedule 4the (x) first, second and third sentences of the third paragraph, (y) second sentence of the fifth paragraph and (z) first, second, third, fourth and sixth sentences of the sixth paragraph, in each case under the caption “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

Indemnification of Underwriters. The Company agrees Transaction Entities jointly and severally agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), and their respective directors, officers and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, any “road show” (as defined in Rule 433 under the ▇▇▇▇ ▇▇▇) not constituting an Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based on any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), any Preliminary Prospectusincluding the Rule 430B Information, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus or any “road show” (as defined in Rule 433 under the ▇▇▇▇ ▇▇▇) not constituting an Issuer Free Writing Prospectus as amended or supplemented, made in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), including the Basic Prospectus included therein, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading; misleading or (iiB) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), ) or any Issuer Free Writing Prospectus, “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Time of Sale Prospectus and the Prospectus1933 Act, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees Trust and the Operating Partnership agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; andTrust; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectus, any Free Writing Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), selling agents, officers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, Pricing Disclosure Package or the omission Prospectus (or alleged omission therefrom 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(dSECTION 7(d) belowhereof) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees Each of the Transaction Entities agrees, jointly and severally, to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) belowhereof) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of one counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), any Preliminary Prospectusincluding the Rule 430B Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplementedany amendment or supplement thereto), made in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees and the Bank, jointly and severally, agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), selling agents, officers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, any “road show”, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, Pricing Disclosure Package or the omission Prospectus (or alleged omission therefrom 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(d) belowhereof) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company Bank agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 405 under the 1933 Act, its and their partners, directors and officers and each person, if any, who controls any an Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus, as amended or any amendment thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus (or any amendment or supplement thereto)supplemented, any Issuer Free Writing Prospectus, Prospectus (when taken together with the Time of Sale Prospectus and Information) or any Time of Sale Information (collectively, the Prospectus“Indemnified Disclosure”), 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the CompanyBank; and (iviii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(b6(c) hereof, the reasonable fees and disbursements of counsel chosen by the Representativesin accordance with Section 6(c) below), reasonably incurred incurred, in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, upon and in conformity with, the Underwriter Information or any other with written information furnished to the Company Bank by such any Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4the Indemnified Disclosure.

Indemnification of Underwriters. The Company agrees Company, the Adviser and the Administrator, jointly and severally, agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information (including the information on Schedule B hereto), 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, ) or in the Time of Sale Prospectus and the ProspectusGeneral Disclosure 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, upon and in conformity with, the Underwriter Information or any other with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any such Free Writing Prospectusamendment thereto), as set forth in Schedule 4including the Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or the General Disclosure Package.

Indemnification of Underwriters. The Company agrees and the Operating Partnership each agree to indemnify and hold harmless each Underwriter Underwriter, their respective officers or directors, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b6(c) hereof, the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or any Preliminary Prospectuspreliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that the Company shall not be liable to any Free Writing ProspectusUnderwriter under the indemnity agreement in this subsection (a) to the extent that any such loss, claim, damage or liability of such Underwriter results from the Time fact that such Underwriter sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of Sale such sale, a copy of the Prospectus or the Prospectus as then amended or supplementedsupplemented (excluding documents incorporated by reference) in any case where such delivery is required by the 1933 Act and the untrue statement or omission of a material fact contained in the Prospectus, made in reliance upon, and in conformity with, the Underwriter Information any such amendment or supplement thereto or any such other written information furnished to document was corrected in the Prospectus or the Prospectus as then amended or supplemented if the Company by has furnished prior to such Underwriter through the Representatives expressly for use in any confirmation sufficient copies thereof to such Free Writing Prospectus, as set forth in Schedule 4Underwriter.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter Underwriter, its officers, employees, agents, partners, members, directors and their affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each each, an “Indemnified PersonParty”), as follows: (i) against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (such expenses covered by clause (ivor actions in respect thereof) below to be paid as incurred) arising arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto), including the Basic Prospectus included thereinIssuer 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out in the case of any untrue statement Statutory Prospectus, the Final Prospectus or alleged untrue statement of a material fact contained in any Preliminary Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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) against , and will reimburse each Indemnified Party for any and all loss, liability, claim, damage and expense whatsoever (such legal or other expenses covered by clause (iv) below to be paid as incurred) to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iv) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred by such Indemnified Party in connection with investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any of the above as such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has not been previously paid under (i), (ii) or (iii) aboveexpenses are incurred; provided, however, that the indemnity set forth Company will not be liable in this Section 6(a) shall not apply any such case to the extent that any such loss, liability, claim, damage or expense to the extent arising liability arises out of any or is based upon an untrue statement in or omission from or alleged untrue statement in or omission or alleged omission from the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made such documents in reliance upon, upon and in conformity with, the Underwriter Information or any other with written information furnished to the Company by such Underwriter through the Representatives expressly on behalf of the Underwriters specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in any such Free Writing Prospectus, as set forth in Schedule 4subsection (b) below.

Indemnification of Underwriters. The Company agrees and the Guarantor jointly and severally agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates, officers and directors, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Issuer Free Writing Prospectus, in the Time of Sale Information or in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, ) 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the CompanyCompany and the Guarantor; and (iviii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or the Guarantor by or on behalf of any Underwriter expressly for use in the Registration Statement, in any Issuer Free Writing Prospectus, in the Time of Sale Information or in the Prospectus as amended or supplemented or in any statement in or omission from the Registration Statement of Eligibility and Qualification (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, Form T-1) of the Time of Sale Prospectus or Trustee under the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Indenture.

Indemnification of Underwriters. The Company agrees and the Manager, jointly and severally, agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (each an “Indemnified Person”a), as follows(b) and (c) below: (ia) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiib) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) 6.4 below) any such settlement is effected with the written consent of the Company; and (ivc) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (iiSections 6.1(a) or (iiib) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information, if applicable, or any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company by such Underwriter through specifically for inclusion in the Representatives expressly for use Registration Statement, Preliminary Prospectus and Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures appearing in any such Free Writing Prospectus, as set forth the Prospectus in Schedule 4the section entitled “Underwriting” and the information contained in the Prospectus in paragraphs 13 and 16 in the section entitled “Underwriting.”

Indemnification of Underwriters. (1) The Company agrees Issuers, jointly and severally, agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its directors, officers, employees and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; andIssuers; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Issuers by any Underwriter through the Representative expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any Preliminary Prospectus, preliminary prospectus any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the 1933 Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who, at the date of this Agreement, is a director or officer of either of the Issuers or controls either of the Issuers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, such indemnity agreement is subject to the Company by such Underwriter through undertaking of the Representatives expressly for use Issuers in any such Free Writing Prospectus, as set forth in Schedule 4the Registration Statement under Item 17 “Undertakings.”

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or any “road show” (as defined in Rule 433 under the ▇▇▇▇ ▇▇▇) not constituting an Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, (a “Non-IFWP Road Show”) 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Time of Sale Prospectus any preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to amendment or supplement thereto) or any Non-IFWP Road Show are the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as statements set forth in Schedule 4the sixth, tenth, eleventh and twelfth paragraphs under the caption “Underwriting” in the Prospectus concerning selling concession, stabilization and short sales by the Underwriters (the “Underwriter Information”).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its respective directors, officers, selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) i. against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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) ii. against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any my such alleged untrue statement or omission, ; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the Company; and; (iv) iii. against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesGAF), reasonably and actually incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through GAF expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other amendment or supplement thereto). The following statements under the caption “Underwriting” beginning on page 76 of the preliminary prospectus dated March 9, 2007 (and any corresponding sections of the Registration Statement or the Prospectus) constitute written information furnished by GAF to the Company by such Underwriter through behalf of the Representatives expressly for use in any such Free Writing Prospectus, as Underwriters: (i) the sixth paragraph on page 76 (beginning “[t]he underwriter has advised us that it proposes …) and (ii) the information set forth in Schedule 4under the heading “Price Stabilization, Short Positions and Penalty Bids” on page 78.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers and affiliates of each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i1) against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary Issuer Free Writing Prospectus, any preliminary prospectus, the Pricing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iii2) against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(d) below) any such settlement is effected with the written consent of the Company; and (iv3) against any and all expense expenses whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii1) or (iii2) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectusincluding the Rule 430B Information deemed to be a part thereof, if applicable, any Issuer Free Writing Prospectus, any preliminary prospectus, the Time of Sale Pricing Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees, agents and broker-dealer affiliates of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as reasonably incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) or arising out of any untrue statement or alleged untrue statement of a material fact contained included in the Base Prospectus, any Preliminary Prospectus (or any amendment or supplement thereto)Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Time of Sale Prospectus 1933 Act, or the information contained in the final term sheet required to be prepared and the Prospectusfiled pursuant to Section 3(c) hereto, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as reasonably incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d6(c) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), ) or (ii) or (iii) above; , provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through any Representative expressly for use in the Registration Statement (or any amendment thereto), or the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplementedinformation contained in the final term sheet required to be prepared and filed pursuant to Section 3(c) hereto, made in reliance upon, and in conformity with, the Underwriter Information or any other written information furnished to amendment or supplement thereto, or that part of the Company by such Underwriter through Registration Statement which shall constitute the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iii2) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, referred to under (i) above; provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Company; and (iv3) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentative(s)), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, referred to under (1) above, to the extent that any such expense has is not been previously paid under (i), (ii1) or (iii2) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative(s) expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that the foregoing indemnity is subject to the condition that, insofar as amended it relates to any untrue statement or supplemented, omission or alleged untrue statement or omission made in reliance uponany preliminary prospectus but eliminated in the Prospectus (or any amendment or supplement thereto), such indemnity shall not inure to the benefit of any Underwriter if a copy of such Prospectus (or amendment or supplement thereto), excluding documents incorporated by reference therein, that corrected the defect giving rise to any loss, liability, claim or damage, was delivered to such Underwriter in sufficient quantities and in conformity witha timely manner to enable the Underwriters to satisfy their delivery obligations under the 1933 Act, but such Underwriter did not deliver the Underwriter Information or any other written information furnished same to the Company person asserting such loss, liability, claim or damage, unless such delivery was not required by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 41933 Act.

Indemnification of Underwriters. The Company Each New Fortress Energy Party, jointly and severally, agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 405 under the 1933 Act (each, an “Affiliate”)), its selling agents, officers, directors, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) incurred arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; andNew Fortress Energy Parties, which consent shall not be unreasonably withheld, conditioned or delayed; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) provision shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), any Preliminary Prospectusincluding the Rule 430A Information, any Issuer Free Writing Prospectus, any preliminary prospectus, the Time of Sale Prospectus General Disclosure Package, roadshow or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iii2) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iv3) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished amendment or supplement thereto); and provided, further, that the Company will not be liable to an Underwriter with respect to any preliminary prospectus to the extent that the Company by shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that such Underwriter, in contravention of a requirement of the Underwriting Agreement or applicable law, sold Securities to a person to whom such Underwriter through failed to send or give, at or prior to the Representatives expressly for use in any such Free Writing Closing Time, a copy of the Prospectus, as set forth then amended or supplemented if (i) the Company has previously furnished copies thereof (sufficiently in Schedule 4advance of the Closing Time to allow for distribution by the Closing Time) to the Underwriters and the loss, liability, claim, damage or expense of such Underwriter resulted from an untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from the preliminary prospectus which was corrected in the Prospectus as, if applicable, amended or supplemented prior to the Closing Time and (ii) such failure to give or send such Prospectus by the Closing Time to the party or parties asserting such loss, liability, claim, damage or expense would have constituted the sole defense to the claim asserted by such person.

Indemnification of Underwriters. The Company agrees Fund and the Adviser agree, jointly and severally, to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, and any director, officer, employee or affiliate thereof as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Rule 482 Statement or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the CompanyFund; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Fund or the Adviser by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any Preliminary Prospectuspreliminary prospectus, any Free Writing Prospectus, the Time of Sale Prospectus Rule 482 Statement or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including including, without limitation, the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary the Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b6(c) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus Disclosure Package or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished amendment or supplement thereto). The foregoing indemnity shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities, or any person controlling such Underwriter, where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the Applicable Time the Company by shall have notified such Underwriter through in writing that the Representatives expressly for use Disclosure Package contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in any order to make the statements therein not misleading, (ii) such Free Writing Prospectusuntrue statement or omission of a material fact was corrected in an amendment or supplement to the Disclosure Package and such amendment or supplement was provided to such Underwriter at least twenty-four hours prior to the Applicable Time and, as set forth to the extent that physical delivery is required, in Schedule 4sufficient quantity so that such amendment or supplement could have been conveyed to such person prior to the Applicable Time, (iii) the information contained in such amendment or supplement was not conveyed to such person at or prior to the Applicable Time with respect to such person and (iv) such loss, claim, damage or liability would not have occurred had such amendment or supplement been conveyed to such person.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), selling agents, officers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, Pricing Disclosure Package or the omission Prospectus (or alleged omission therefrom 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an the “Indemnified PersonDesignated Entities”), ) as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentatives in accordance with Section 6(c) below), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, omission to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written amendment or supplement thereto), it being understood and agreed that the only such information furnished to by the Company by Underwriters as aforesaid consists of the information described as such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Section 6(b) hereof.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including including, without limitation, the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package (or any part thereof) or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesBofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto)) or any preliminary prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter Underwriter, its partners, directors, officers, members, Affiliates, and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430 Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omissionomission of a material fact, or any such alleged untrue statement or omission, omission of a material fact; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omissionomission of a material fact, or any such alleged untrue statement or omissionomission of a material fact, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, upon and in conformity with, the Underwriter Information or any other with written information furnished to the Company by such any Underwriter through the Representatives expressly for use in the Registration Statement (or any such amendment or supplement thereto), including the Rule 430 Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, as set forth in Schedule 4Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees and each of the Guarantors, jointly and severally, agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectus, any Free Writing Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), selling agents, officers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, any “road show”, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, Pricing Disclosure Package or the omission Prospectus (or alleged omission therefrom 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(dSECTION 7(d) belowhereof) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter Underwriter, its partners, directors, officers and each personemployees, if any, and any person who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, as followsand the successors and assigns of all of the foregoing persons, from and against: (i) against any and all loss, liabilitydamage, claimexpense, damage and expense liability or claim whatsoever (including the reasonable cost of any investigation incurred in connection therewith) which, jointly or severally, any such expenses covered by clause (iv) below to be paid Underwriter or any such person may incur under the 1933 Act, the 1934 Act, the 1940 Act, the common law or otherwise, insofar as incurred) arising such loss, damage, expense, liability or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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 (iiB) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary the Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liabilitydamage, claimexpense, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid liability or claim whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever arises out of or is based upon any such untrue statement or omission, or any such alleged untrue statement or omission, omission referred to in clause (i); provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇ ▇▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigationactual or threatened litigation (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇ ▇▇▇▇▇▇), or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under clauses (i), ) or (ii) or (iii) above; provided. Notwithstanding the foregoing, however, that the indemnity indemnification provisions set forth in this Section 6(a) shall not apply to any loss, liabilitydamage, claimexpense, damage liability or expense claim to the extent arising out of or based upon any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ▇▇▇▇▇▇ ▇▇▇▇▇▇ or its counsel expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus Disclosure Package or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the information set forth in Section 6(f) below. Moreover, that the Company will not be liable to any Underwriter with respect to the Prospectus and the Disclosure Package to the extent that the Company by shall sustain the burden of proving that any such loss, damage, expense, liability or claim resulted from the fact that such Underwriter, in contravention of a requirement of this Agreement or applicable law, sold Shares to a person to whom such Underwriter through failed to send or give, at or prior to the Representatives expressly for use in any such Free Writing Closing Time, a copy of the Prospectus, as set forth then amended or supplemented if: (i) the Company shall have previously furnished copies of the Prospectus (sufficiently in Schedule 4advance of the Closing Time to allow for distribution by the Closing Time) to the Underwriter and the loss, damage, expense, liability or claim against such Underwriter resulted from an untrue statement or omission of a material fact contained in or omitted from the Disclosure Package which was corrected in the Prospectus prior to the Closing Time and such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person and (ii) such failure to give or send such Prospectus by the Closing Time to the party or parties asserting such loss, damage, expense, liability or claim would have constituted a defense to the claim asserted by such person.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees of any Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (“Rule 501(b)”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), and the successors and assigns of all of the foregoing persons as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary Issuer Free Writing Prospectus, the General Disclosure Package (or any part thereof) or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by the Underwriters through the Representatives in writing expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectusincluding the Rule 430B Information, any Issuer Free Writing Prospectus, the Time of Sale Prospectus General Disclosure Package (or any part thereof) or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i1) against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary Issuer Free Writing Prospectus, any preliminary prospectus, the Pricing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iii2) against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(d) below) any such settlement is effected with the written consent of the Company; and (iv3) against any and all expense expenses whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii1) or (iii2) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectusincluding the Rule 430B Information deemed to be a part thereof, if applicable, any Issuer Free Writing Prospectus, any preliminary prospectus, the Time of Sale Pricing Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, their affiliates (as such term is defined in rule 501(b) under the 1933 Act) (“Affiliates”) and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in the Base Prospectus, any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (includingincurred, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives)Underwriters, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iii) aboveii); provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, if applicable, the Base Prospectus, any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus, the Time of Sale Prospectus General Disclosure Package or the Final Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company by such Underwriter through specifically for inclusion in the Representatives expressly for use in Registration Statement, the Base Prospectus, Preliminary Prospectus, any such Issuer-Represented Free Writing Prospectus, as set forth Prospectus and Final Prospectus (or any amendment or supplement thereto) is the concession and reallowance figures and references to stabilization and penalty bids appearing in Schedule 4the Final Prospectus in the section entitled “Underwriting,” including all subheadings thereunder.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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;. (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) belowhereof) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives______________), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ______________ expressly for use in the Registration Statement (or any amendment thereto), ) or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto); and provided, further, that this indemnity agreement with respect to any preliminary prospectus supplement shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if 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 any Underwriter to such person, if such is required by law, at or prior to the written confirmation of the sale of such Securities to such person and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, made in reliance uponliability, and in conformity withclaim, the Underwriter Information damage or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4expense.

Indemnification of Underwriters. The Company agrees and the Guarantor jointly and severally agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates, officers and directors, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Issuer Free Writing Prospectus, in the Time of Sale Information or in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, ) 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(d) below) any such settlement is effected with the written consent of the CompanyCompany and the Guarantor; and (iviii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or the Guarantor by or on behalf of any Underwriter expressly for use in the Registration Statement, in any Issuer Free Writing Prospectus, in the Time of Sale Information or in the Prospectus as amended or supplemented or in any statement in or omission from the Registration Statement of Eligibility and Qualification (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, Form T-1) of the Time of Sale Prospectus or Trustee under the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Indenture.

Indemnification of Underwriters. The Company agrees Trust and the Operating Partnership agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; andTrust; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectus, any Free Writing Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in rule 501(b) under the ▇▇▇▇ ▇▇▇) (“Affiliates”), its selling agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (each an “Indemnified Person”i), (ii) and (iii) below as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ▇▇▇▇▇▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, if applicable, or any Preliminary Prospectuspreliminary prospectus, any Issuer-Represented Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company by such Underwriter through specifically for inclusion in the Representatives expressly for use Registration Statement, preliminary prospectus and Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures appearing in any such Free Writing Prospectus, as set forth the Prospectus in Schedule 4the section entitled “Underwriting” and the information contained under the caption “Underwriting — Price Stabilization and Short Positions.”

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, ) 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), ) or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished amendment or supplement thereto) including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). Insofar as this indemnity may permit indemnification for liabilities under the 1933 Act of any person who is a partner of an Underwriter or who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who is a director, officer of the Company or controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, such indemnity agreement is subject to the undertaking of the Company by such Underwriter through in the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Registration Statement.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesM▇▇▇▇▇▇ L▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through M▇▇▇▇▇▇ L▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including including, without limitation, the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package (or any part thereof) or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigatinginvesti­gating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto)) or any preliminary prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company Issuer agrees to indemnify and hold harmless each Underwriter Underwriter, its Affiliates, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included (A) in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), (B) in any Issuer Free Writing Prospectusmaterials or information provided to investors by, or with the approval of, the Time Issuer in connection with the marketing of Sale Prospectus and the Prospectusoffering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Issuer (electronically), or (C) in any Supplemental Materials, or the omission or alleged omission therefrom in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus, in any Marketing Materials or in any Supplemental Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; andIssuer; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectusincluding the Rule 430A Information, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Each of the Company agrees and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act Act, and any director, officer, employee or Section 20 of the 1934 Act (each an “Indemnified Person”)affiliate thereof, as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereininformation deemed to be part of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, ) 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; (iii2) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, litigation or of any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omissionfor which indemnification is provided under subsection (1) above, or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any if such settlement is effected with the written consent of the Companyindemnifying party, which consent shall not be unreasonably withheld; and (iv3) against any and all expense whatsoever, as incurred whatsoever (including, subject to Section 6(b) hereofincluding without limitation, the fees and disbursements of counsel chosen by the Representatives), ) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding proceedings 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 omissionfor which indemnification is provided under subsection (1) above, to the extent that any such expense has is not been previously paid under subsection (i), (ii1) or (iii2) above; provided, however, that the indemnity set forth agreement provided for in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), ) or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished amendment or supplement thereto); provided, however, that neither the Company nor the Operating Partnership shall be required to indemnify any Underwriter with respect to any preliminary prospectus to the extent that any loss, claim, damage or expense of such Underwriter results solely from an untrue statement of a material fact contained in, or the omission of a material fact from, such preliminary prospectus which untrue statement or omission was corrected in the Prospectus and identified to such Underwriter in writing and which corrected Prospectus was furnished by the Company to such Underwriter pursuant to Section 3(d) hereof but it shall be established that such Prospectus was not sent or given by such Underwriter through to the Representatives expressly for use in any purchaser of the Underwritten Securities at or prior to the written confirmation of such Free Writing Prospectussale and such correction would have cured the defect giving rise to such loss, as set forth in Schedule 4claim, damage or expense.

Indemnification of Underwriters. The Company agrees and the Operating Partnership agree, jointly and severally, to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any roadshow or investor presentations made to investors by the Company (whether in person or electronically), any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives)RBC, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees and the Operating Partnership agree, jointly and severally, to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any roadshow or investor presentations made to investors by the Company (whether in person or electronically), any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives)▇▇▇▇▇▇▇ ▇▇▇▇▇, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company PSEG agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, ) 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, omission or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any if such settlement is effected with the written consent of the CompanyPSEG; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, the fees and disbursements of counsel chosen by the Representatives)incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply (i) to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to PSEG by any Underwriter through the Representative expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other amendment or supplement thereto) or (ii) to any Underwriter in connection with any preliminary prospectus to the extent that any such loss, claim, damage or liability of such Underwriter results solely from the fact that such Underwriter sold Underwritten Securities to a person to whom it is established that there was not sent or given, at or prior to the written information confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) in any case where such delivery is required by the 1933 Act, if PSEG has previously furnished to the Company Representative on behalf of the Underwriters, including such Underwriter, the copies thereof theretofore requested by the Representative, and the loss, claim, damage or liability of such Underwriter through results from an untrue statement or omission of a material fact contained in a preliminary prospectus that was corrected in the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) under the ▇▇▇▇ ▇▇▇) (“Affiliates”), its selling agents, directors, officers and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (each an “Indemnified Person”i), as follows(ii) and (iii) below: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary Prospectus (or any amendment or supplement thereto)the Base Prospectus, any Issuer Free Writing preliminary prospectus, the Prospectus, the Time of Sale General Disclosure Package or any Issuer-Represented Free Writing Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against against, or appearing as a witness or providing information or documents in connection with, 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, omission to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale General Disclosure Package or any Issuer-Represented Free Writing Prospectus or the Prospectus as amended or supplemented, made in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage damage, expense or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and expense whatsoever (such expenses covered by clause (iv) below to be paid sales of Securities), as incurred) , arising out of (A) any untrue statement or alleged untrue statement of a material fact contained (x) in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany preliminary prospectus, or the Prospectus (or any amendment or supplement thereto), or (y) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”), (B) the omission or alleged omission therefrom in the Registration Statement (or any amendment thereto), any preliminary prospectus, or the Prospectus (or any amendment or supplement thereto), or in any Marketing Materials of a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, not misleading, or (C) 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 Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (A) or (B) above (provided that the Company shall not be liable under this clause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct); (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the CompanyCompany and the Selling Stockholder; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the reasonable fees and disbursements of counsel chosen by the RepresentativesL▇▇▇▇▇ Brothers and M▇▇▇▇▇▇ L▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through L▇▇▇▇▇ Brothers or M▇▇▇▇▇▇ L▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written amendment or supplement thereto), which information furnished consists solely of the information specified in Section 6(e) hereof. The foregoing indemnity agreement is in addition to any liability which the Company by such may otherwise have to any Underwriter through the Representatives expressly for use in or any such Free Writing Prospectusofficer, as set forth in Schedule 4employee or controlling person of that Underwriter.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act Regulations (each, an “Affiliate”), and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as reasonably incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter directly or through the Representative expressly for use in the Registration Statement (or any amendment thereto), including any Preliminary Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees and the Bank, jointly and severally, agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), selling agents, officers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, any “road show”, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, Pricing Disclosure Package or the omission Prospectus (or alleged omission therefrom 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(d) belowhereof) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and their respective affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) reasonable and documented expense, arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430C, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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 (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) reasonable and documented expense, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(e) below) any such settlement is effected with the prior written consent of the Company; and; (iviii) against any and all reasonable and documented expense whatsoeverincurred in connection with any suit, as incurred action or proceeding or any claim asserted (including, subject to Section 6(b) hereof, including the reasonable and documented fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectus, any Free Writing Prospectusinformation deemed to be a part thereof pursuant to Rule 430C, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Selling Stockholder Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each of its and their respective directors, officers, members, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any action, investigation or proceeding by any governmental agency or bodyproceeding, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or preparing, defending against or appearing as a third party witness in respect of any litigation, or any action, investigation or proceeding by any governmental agency or bodyproceeding, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i) or (ii) above of this Section 6(a); and (iv) against any failure of the Company to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by any Underwriter in connection with, or relating in any manner to, the offering of the Securities, and which is included as part of or referred to in any loss, liability, claim, damage, expense, action, investigation or proceeding arising out of or based upon matters covered by clause (i), (ii) or (iii) aboveabove of this Section 6(a); provided that the Company shall not be liable in the case of any matter covered by this clause (iv) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, liability, claim, damage or expense resulted directly from any such act or failure to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written amendment or supplement thereto), it being understood and agreed that such information furnished to consists solely of the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, Underwriters’ Information (as set forth in Schedule 4defined below).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided ; PROVIDED that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b6(d) hereof, the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under subparagraph (i), ) or (ii) or (iii) above; providedPROVIDED, howeverHOWEVER, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto); PROVIDED FURTHER that the foregoing indemnification with respect to any Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased any of the Securities if 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 on the initial resale to such person, if such is required by law, at or prior to the written confirmation of the sale of such Securities to such person and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, made in reliance uponclaim, and in conformity with, the Underwriter Information damage or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4liability.

Indemnification of Underwriters. The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter Underwriter, its partners, directors, officers and each personemployees, if any, and any person who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, as followsand the successors and assigns of all of the foregoing persons, from and against: (i) against any and all loss, liabilitydamage, claimexpense, damage and expense liability or claim whatsoever (including the reasonable cost of any investigation incurred in connection therewith) which, jointly or severally, any such expenses covered by clause (iv) below to be paid Underwriter or any such person may incur under the 1933 Act, the 1934 Act, the 1940 Act, the common law or otherwise, insofar as incurred) arising such loss, damage, expense, liability or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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 (iiB) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary the Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liabilitydamage, claimexpense, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid liability or claim whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever arises out of or is based upon any such untrue statement or omission, or any such alleged untrue statement or omission, omission referred to in clause (i); provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigationactual or threatened litigation (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under clauses (i), ) or (ii) or (iii) above; provided. Notwithstanding the foregoing, however, that the indemnity indemnification provisions set forth in this Section 6(a) shall not apply to any loss, liabilitydamage, claimexpense, damage liability or expense claim to the extent arising out of or based upon any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ or its counsel expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus Disclosure Package or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the information set forth in Section 6(f) below. Moreover, that the Company will not be liable to any Underwriter with respect to the Prospectus and the Disclosure Package to the extent that the Company by shall sustain the burden of proving that any such loss, damage, expense, liability or claim resulted from the fact that such Underwriter, in contravention of a requirement of this Agreement or applicable law, sold Shares to a person to whom such Underwriter through failed to send or give, at or prior to the Representatives expressly for use in any such Free Writing Closing Time, a copy of the Prospectus, as set forth then amended or supplemented if: (i) the Company shall have previously furnished copies of the Prospectus (sufficiently in Schedule 4advance of the Closing Time to allow for distribution by the Closing Time) to the Underwriter and the loss, damage, expense, liability or claim against such Underwriter resulted from an untrue statement or omission of a material fact contained in or omitted from the Disclosure Package which was corrected in the Prospectus prior to the Closing Time and such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person and (ii) such failure to give or send such Prospectus by the Closing Time to the party or parties asserting such loss, damage, expense, liability or claim would have constituted a defense to the claim asserted by such person.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter Underwriter, their respective partners, directors, officers, affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, and the successors and assigns of all of the foregoing persons as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the ADS Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained included in the Statutory Prospectus, any Preliminary Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; andCompany and the Controlling Shareholder; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the indemnity set forth in this Section 6(asubsection (a) (1) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by such Underwriter through the Representative expressly for use in the Registration Statement (or any amendment thereto), any Preliminary including the Rule 430A Information, the Statutory Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed by the parties hereto that the only such information furnished by any Underwriter consists of the information described as amended such in subsection (b) below. (2) The Controlling Shareholder agrees to indemnify and hold harmless each Underwriter, its Affiliates, selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or supplementedSection 20 of the 1934 Act, and the successors and assigns of all of the foregoing persons as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the ADS Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in the Statutory 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company and the Controlling Shareholder; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this subsection (a)(2) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon, upon and in conformity with, the Underwriter Information or any other with written information concerning such Underwriter furnished to the Company by such Underwriter through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the Statutory Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed by the parties hereto that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below; provided, further, that the liability of the Controlling Shareholder pursuant to this subsection (a)(2) shall not exceed an amount equal to 67.46% of the net proceeds to the Company from the issuance and sale of the Securities as contemplated herein; provided, further, that none of the Underwriters shall be entitled to seek indemnification under this subsection (a)(2) from the Controlling Shareholder unless both of the following conditions are met: (1) the Underwriter shall first have sought indemnity from the Company in writing under subsection (6)(a)(1); and (b) the Company has not satisfied such request for indemnification in full within 30 days of written notification. Notwithstanding the foregoing, an Underwriter shall not be required to make an initial demand on the Company if the Company has filed for bankruptcy protection, announced that it is insolvent, received a going-concern qualification from its independent public accountants, or announced that there is considerable doubt that it will be able to continue as a going concern. (3) Each Selling Shareholder severally agrees to indemnify and hold harmless each Underwriter, its Affiliates, selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the successors and assigns of all of the foregoing persons as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the ADS Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in the Statutory 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such Free Writing Prospectusuntrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company and the Controlling Shareholder; (iii) against any and all expense whatsoever, as set forth incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in Schedule 4investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, this subsection (a)(3) shall apply only to the extent such loss, liability, claim, damage and expense arise out of or are based upon an untrue statement of a material fact in, or an omission of a material fact required or necessary to be stated in order to make the statements that are made not misleading from, the Selling Shareholder Information furnished to the Company by such Selling Shareholder in writing expressly for use in the Registration Statement, the General Disclosure Package, and the Prospectus.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in rule 501(b) under the ▇▇▇▇ ▇▇▇) (“Affiliates”), its selling agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (each an “Indemnified Person”i), (ii) and (iii) below as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇ ▇▇▇▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, if applicable, or any Preliminary Prospectuspreliminary prospectus, any Issuer-Represented Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company by such Underwriter through specifically for inclusion in the Representatives expressly for use Registration Statement, preliminary prospectus and Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures appearing in any such Free Writing Prospectus, as set forth the Prospectus in Schedule 4the section entitled “Underwriting” and the information contained under the caption “Underwriting – Price Stabilization and Short Positions.”

Indemnification of Underwriters. The Company agrees Fund and the Adviser, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, and any director, officer, employee or affiliate thereof as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the CompanyFund; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Fund or the Adviser by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its Affiliates, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), and including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus and the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or any material or information provided to investors by, or with the approval of the Company in connection with the marketing of the Securities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iv) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), ) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Content.

Indemnification of Underwriters. The Company agrees Issuer and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the ProspectusCompany Additional Written Communication, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; andGuarantor; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Guarantor by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written amendment or supplement thereto), or any Company Additional Written Communication, it being understood and agreed that the only such information furnished to by any Underwriter consists of the Company by information described as such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Section 6(b).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), ) or (ii) or (iii) above; providedPROVIDED, howeverHOWEVER, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including including, without limitation, the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package (or any part thereof) or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesCiti, BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Fargo), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto)) or any preliminary prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Each of the Company and the Guarantor, jointly and severally, agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), officers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, General Disclosure Package or the omission Prospectus (or alleged omission therefrom 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any arbitrator, court, governmental body, regulatory body, administrative agency or bodyother authority, body or agency (each, a “Governmental Authority”), commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) belowhereof) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, any Free Writing Prospectus, or in the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in rule 501(b) under the ▇▇▇▇ ▇▇▇) (“Affiliates”), its selling agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, Rule 430B Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package, or the Prospectus (or any amendment or supplement thereto), ) and any Issuer Free Writing Prospectus, additional information provided by the Time of Sale Prospectus and the ProspectusCompany, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any Preliminary Prospectuspreliminary prospectus, any Issuer-Represented Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company by such Underwriter through specifically for inclusion in the Representatives expressly for use Registration Statement, preliminary prospectus and Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures appearing in any such Free Writing Prospectus, as set forth the Prospectus in Schedule 4the section entitled “Underwriting” and the information contained under the caption “Underwriting – Stabilization.”

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates, directors and officers and each person, if any, who controls any Underwriter Underwriter, within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred, (A) arising out of any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, 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) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurredB) arising out of any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, ) 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omissionomission of a material fact, or any such alleged untrue statement or omissionomission of a material fact, in either case of the nature described in clause (i) above; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission in or from, or any alleged untrue statement or omission in or from the information referred to in Schedule D; and provided, further, that this indemnity agreement shall not inure to the benefit of any Underwriter (or of any director or officer of, or person controlling, such Underwriter, as aforesaid) on account of any such loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission of a material fact or alleged untrue statement in or omission from of a material fact made in any Preliminary Prospectus (excluding the Registration Statement (documents incorporated therein by reference), or any amendment thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information or any other written information amendment or supplement to either thereof, that was furnished to the Company by such Underwriter through to a person to whom any Securities were sold if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) the Representatives expressly for use Company shall have notified such Underwriter of such untrue statement or omission promptly after becoming aware thereof and, in any event, prior to the Applicable Time, (ii) the Company shall have prepared a supplement to such Preliminary Prospectus or Issuer Free Writing Prospectus, as set forth the case may be, or an amended or new Preliminary Prospectus or Issuer Free Writing Prospectus, as the case may be, which, in Schedule 4any case, shall have cured such untrue statement or omission prior to the Applicable Time, (iii) the Company shall have furnished to such Underwriter copies of such curative document (excluding, in any case, documents incorporated therein by reference) a reasonable period of time in advance of the Applicable Time, (iv) such curative document shall not have been conveyed (physically or orally) to such person by or on behalf of such Underwriter at or prior to the time of the entry into the contract with such person for the sale of such Securities and (v) such loss, liability, claim, damage or expense would not have occurred had the Underwriter delivered the curative document to such person as contemplated in clause (iv) above.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and their respective affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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 (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectus, any Free Writing Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees and the Operating Partnership, jointly and severally, hereby agree to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iii2) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Companyindemnifying party; and (iv3) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees Fund and the Adviser agree, jointly and severally, to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, and any director, officer, employee or affiliate thereof as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Rule 482 Statement or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the CompanyFund; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives______________), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Fund or the Adviser by any Underwriter through ______________ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any Preliminary Prospectuspreliminary prospectus, any Free Writing Prospectus, the Time of Sale Prospectus Rule 482 Statement or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees and the Parent Guarantor jointly and severally agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its directors, officers and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claimclaim and damage whatsoever, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claimclaim and damage whatsoever, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the CompanyCompany and the Parent Guarantor; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by to the Representativesextent provided in Section 6(c)), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company Company, agrees to indemnify and hold harmless each Underwriter and their respective affiliates (as such term is defined in Rule 405 of the Securities Act Regulations (each, an “Affiliate”)), selling agents, officers, partners, managers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinany information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission from any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, Disclosure Package or the omission Prospectus (or alleged omission therefrom 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(dSECTION 7(d) belowhereof) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representativescounsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), including any Preliminary Prospectusinformation deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees and the Adviser jointly agree to indemnify indemnify, defend and hold harmless each Underwriter Underwriter, its partners, directors, officers and each personemployees, if any, and any person who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, as followsand the successors and assigns of all of the foregoing persons, from and against: (i) against any and all loss, liabilitydamage, claimexpense, damage and expense liability or claim whatsoever (including the reasonable cost of any investigation incurred in connection therewith) which, jointly or severally, any such expenses covered by clause (iv) below to be paid Underwriter or any such person may incur under the 1933 Act, the 1934 Act, the 1940 Act, the common law or otherwise, insofar as incurred) arising such loss, damage, expense, liability or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (iiB) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained included in the Disclosure Package, the Final Prospectus, or in any Preliminary Prospectus sales material (or any amendment or supplement thereto), to any Issuer Free Writing Prospectus, of the Time of Sale Prospectus and the Prospectusforegoing, 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; (iiiii) against any and all loss, liabilitydamage, claimexpense, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid liability or claim whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever arising out of or based upon any such untrue statement or omissionomission referred to in clause (i), or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d7(e) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesRepresentative), reasonably incurred in investigating, preparing or defending against any litigationactual or threatened litigation (including the fees and disbursements of counsel chosen by the Representative), or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under clauses (i), ) or (ii) or (iii) above; provided. Notwithstanding the foregoing, however, that the indemnity indemnification provisions set forth in this Section 6(a7(a) shall not apply to any loss, liabilitydamage, claimexpense, damage liability or expense claim to the extent arising out of or based upon any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or its counsel expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the Disclosure Package, the Final Prospectus or in any sales material (or any amendment or supplement to any of the foregoing), it being understood and agreed upon that the only such written information furnished by any Underwriter to the Company consists of the information set forth in Section 7(f) below. Moreover, that the Company will not be liable to any Underwriter under the indemnity provisions of this Section 7(a) to the extent that (i) any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement or Preliminary Prospectus, any Free Writing Prospectusamendment or supplement thereto, (ii) the Company has informed the Underwriters of such untrue statement or alleged untrue statement or omission or alleged omission in writing at least 24 hours prior to the Applicable Time, (iii) the Company has filed an amended Registration Statement with the Commission correcting such untrue statement or alleged untrue statement or omission or alleged omission prior to the Applicable Time, (iv) the Company has provided to the Underwriters an amended Preliminary Prospectus correcting such untrue statement or alleged untrue statement or omission or alleged omission at least 24 hours prior to the Applicable Time of Sale and requested in writing that the Underwriters deliver such amended Preliminary Prospectus or to the Prospectus as amended or supplemented, made in reliance uponpersons to whom the Underwriters are selling the Shares, and in conformity with, the Underwriter Information or any other written information furnished to (v) the Company by proves that such loss, claim, damage or liability results from the fact that such Underwriter through the Representatives expressly for use in any has sold Shares to a person to whom such Free Writing Underwriter has failed to deliver such amended Preliminary Prospectus, as set forth in Schedule 4.

Indemnification of Underwriters. The Company agrees and Nationstar LLC, jointly and severally, agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents, officers, directors, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, or the omission or alleged omission therefrom in any preliminary prospectus, Issuer Free Writing Prospectus or in the Prospectus of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) provision shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in the Registration Statement (or any amendment thereto), any Preliminary Prospectusincluding the Rule 430A Information, any Issuer Free Writing Prospectus, any preliminary prospectus, the Time of Sale Prospectus General Disclosure Package or the Prospectus as amended (or supplemented, made any amendment or supplement thereto) in reliance upon, upon and in conformity with, with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered and (B) any untrue statement or alleged untrue statement of a material fact included in the supplement or prospectus wrapper material distributed in connection with the reservation and sale of the Reserved Securities to the directors, officers, employees, business associates and related persons of the Company or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, when considered in conjunction with the Prospectus or preliminary prospectus, not misleading; (iii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iv) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply -------- ------- to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ which is accompanied by a written confirmation that it is expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the RepresentativesMerr▇▇▇ Lync▇), reasonably ▇easonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Merr▇▇▇ ▇▇▇c▇ ▇▇▇ressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees and the Guarantors, jointly and severally, agree to indemnify and hold harmless each Underwriter Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents, officers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, Rule 430B Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and; (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended (or supplemented, made in reliance upon, and in conformity withany amendment or supplement thereto). For purposes of this Agreement, the only information so furnished shall be the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4Information.

Indemnification of Underwriters. The Company agrees Fund and PAFM, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”)Act, and any director, officer, employee or affiliate thereof as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included thereinRule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, 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; (iiiii) against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid whatsoever, as incurred) , to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; provided that (subject to Section 6(d6(e) below) any such settlement is effected with the prior written consent of the CompanyFund and PAFM; and (iviii) against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, including the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has is not been previously paid under (i), (ii) or (iiiii) above; provided, however, that the this indemnity set forth in this Section 6(a) agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from made in reliance upon and in conformity with written information furnished to the Fund or the Managers by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus preliminary prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information (or any other written information furnished amendment or supplement thereto); provided, further, that the indemnity agreement contained in this Section 6(a) shall not inure to the Company by benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, liability, claim, damage and expense purchased the Securities which are the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Prospectus was delivered to such Underwriter through in a timely manner and if such Underwriter failed to send or give a copy of the Representatives expressly for use in any Prospectus to such Free Writing Prospectus, as set forth in Schedule 4person at or prior to the written confirmation of the sale of such Securities to such person.