Common use of Indemnification of Underwriters Clause in Contracts

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) below.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an "Affiliate"), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all loss, liability, claim, damage and expense 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 information deemed to be part of the Registration Statement pursuant to Rule 430A(b) or Rule 434 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 or arising out of any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and 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; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by you), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through you expressly for use in the Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). The foregoing indemnity agreement with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter who failed to deliver the Prospectus (as then amended or supplemented, provided to the several Underwriters in the requisite quantity and on a timely basis to permit proper delivery on or prior to the Closing Time) to the person asserting any losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as if such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement material misstatement or omission or alleged untrue statement material misstatement or omission made was cured, as determined by a court of competent jurisdiction in reliance upon a decision not subject to further appeal, in such Prospectus and in conformity with any information relating such Prospectus was required by law to any Underwriter furnished be delivered at or prior to the Company in writing by written confirmation of sale to such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowperson.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and Act, as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto), including the Rule 430A Information or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein 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 (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; 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, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, 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; (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 indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing with respect to an Underwriter by or on behalf of such Underwriter through or the Representatives Representative expressly for use thereinin the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), it being understood and agreed that including the only such information furnished by Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Underwriters through Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Representatives consists Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the information described as Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in paragraph (b) belowthe Registration Statement under Item 17 thereof.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives Representative consists of the information described as such in paragraph (b) below.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, each their affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”) and the person, if any, who controls such each Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar as such losses, claims, damages any Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Credit Suisse), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives Credit Suisse expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), it being understood understand and agreed that the only such information furnished by the Underwriters through the Representatives any Underwriter consists of the information described as such in paragraph subsection (b) below.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus or Prospectus of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the indemnified party), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees Fund and the Adviser, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and 1934 Act, as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto), including the Rule 430A Information or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar as such losses, claims, damages the General Disclosure Package or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are the omission or alleged omission in any preliminary prospectus, the General Disclosure Package or the Prospectus 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package, any Rule 482 Statement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such each Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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 any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Underwriters expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and agreed provided, further, that the only such information furnished by foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the Underwriters through benefit of any Underwriter, or the Representatives consists benefit of any person controlling any Underwriter, if a copy of the information described Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto and excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of such in paragraph Underwriter to such person asserting any such losses, claims, damages or liabilities at or prior to the written confirmation of the sale of such Shares to such person, if required by law so to have been delivered, and if the Prospectus (bas so amended or supplemented) belowwould have cured the defect giving rise to such loss, claim, damage or expense.

Indemnification of Underwriters. The Company Operating Partnership agrees to indemnify and hold harmless each Underwriter, its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of their respective officers, directors, members, affiliates (as such term is defined in Rule 405 501(b) under the 1933 Act from (each, an “Affiliate”)) and employees as follows: (1) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus supplement, except insofar as such lossesany Issuer Free Writing Prospectus, claims, damages the General Disclosure Package or liabilities arise out ofthe Prospectus Supplement (or any amendment or supplement thereto), or are 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; (2) 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, 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 Operating Partnership; and (3) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 is not paid under (1) or (2) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Operating Partnership by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement, it being understood and agreed that any preliminary prospectus supplement, any Issuer Free Writing Prospectus or the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus Supplement (b) belowor any amendment thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under Section 15 of the 1933 Act from and as follows: (1) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue state statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the ProspectusRule 434 Information, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filedif applicable, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements there in, in the light of the circumstances under which they were made, not misleading; (2) against any and all loss, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (3) against any and all expense whatsoever, as incurred (including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney), 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that this indemnity agreement with respect to any preliminary prospectus 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 the Offerors sustain the burden that a copy of the Prospectus (as then amended or supplemented if the Offerors shall have furnished any such amendments or supplements thereto), but excluding documents incorporated or deemed to be incorporated by reference, was not sent or given by or on behalf of such 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, but excluding documents incorporated or deemed to be incorporated by reference therein) would have corrected the defect giving rise to such loss, liability, claim, damage or expense, it being understood and agreed that this proviso shall have no application if such defect shall have been corrected in a document which is incorporated or deemed to be incorporated by reference in the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowProspectus.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and against any and all loss, claim, damages or liabilities, joint or several whatsoever, to which such Underwriter may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages and or liabilities (including, without limitation, any legal or other expenses reasonably incurred actions in connection with defending or investigating any such action or claimrespect thereof) that arise out of, of or are based upon, upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the written approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending against any loss, claim, damage, liability or action as such lossesexpenses are incurred; provided, claimshowever, damages or liabilities arise out of, or are based upon, that this indemnity agreement shall not apply to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any preliminary prospectus, any Issuer Free Writing Prospectus, or any Marketing Materials in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Each of the Company agrees and the Selling Shareholder agree, severally and not jointly, to indemnify and hold harmless each Underwriter, each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the 1933 Act from and as follows: (i) against any and all lossesloss, claimsliability and claim, damages and liabilities damage (including, without limitation, any legal or other expenses reasonably incurred in connection with investigating or defending or investigating any such action or claim) that arise whatsoever, as incurred, arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the ProspectusRule 430A Information and the Rule 434 Information, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filedif applicable, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company and the Selling Shareholder; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood including the Rule 430A Information and agreed the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that the Selling Shareholder shall only be subject to such liability to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance on and conformity with written information furnished provided by such Selling Shareholder relating to the Selling Shareholder 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 or the Prospectus (or any amendment or supplement thereto) or contained in a representation or warranty given by the Underwriters through Selling Shareholder in this Agreement and the Representatives consists foregoing indemnity provided by the Company shall not apply to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance on and conformity with such written information provided by the Selling Shareholder; and provided, further, that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Securities, or any person controlling such Underwriter, if a copy of the information described 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 in paragraph Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the Prospectus (bas so amended or supplemented) belowwould have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 3(d) hereof.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto430B, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included or incorporated by reference in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claims, damages the General Disclosure Package or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are 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, 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; (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 indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)) and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact or any misrepresentation or alleged misrepresentation (as that term is defined under Canadian Securities Laws) included in any Preliminary Prospectus, except insofar as such losses, claims, damages any Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectuses (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of U.S. and Canadian counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any Preliminary Prospectus, the General Disclosure Package or the Prospectuses (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) the Preliminary Prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claimsany Written Testing-the-Waters Communication, damages the General Disclosure Package or liabilities arise out the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offing of the Securities (“Marketing Materials”), including any road show or are investor presentation 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, 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, 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; (iii) against any and all reasonable expense whatsoever, as incurred (including the fees and disbursements of one 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 indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating the Underwriter Information. The indemnity agreement set forth in this Section 6(a) shall be in addition to any Underwriter furnished to liabilities that the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowmay otherwise have.

Indemnification of Underwriters. The Company agrees Fund and the Investment Manager, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and 1934 Act, as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto), including the Rule 430A Information or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar as such losses, claims, damages the General Disclosure Package or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are the omission or alleged omission in any preliminary prospectus, the General Disclosure Package or the Prospectus 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package, any Rule 482 Statement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees and Bank, jointly and severally, agree to indemnify and hold harmless each UnderwriterUnderwriter and 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 such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) under 430B of the Act, the Prospectus or any amendment or supplement theretoSecurities Act (“Rule 430B”), or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or, except insofar as such lossesarising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, claimsany Issuer Free Writing Prospectus, damages the Pricing Disclosure Package or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are based uponthe omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (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 or any other violation of any federal or state securities law or regulation; provided that (subject to Section 8(e) hereof) any such settlement is effected with the written consent of Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Representative), reasonably incurred in investigating, preparing or defending 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with Underwriter Information in the Registration Statement (or any amendment thereto), including any information relating deemed to be a part thereof pursuant to Rule 430B, or in any Underwriter furnished preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto). Notwithstanding the foregoing, the indemnification obligation of Bank in this Section 8 shall be limited with respect to Bank to the Company extent necessary if (a) a Governmental Entity having jurisdiction over Bank by written communication addressed to Bank or its board of directors, including in writing by connection with any examination of Bank, informs Bank or its board of directors that such Underwriter through the Representatives expressly for use therein, it being understood and agreed Governmental Entity has determined that the only such information furnished by the Underwriters through the Representatives consists indemnification violates Sections 23A or 23B of the information described Federal Reserve Act, as such in paragraph amended, or another law, rule, regulation or policy applicable to Bank or Company, (b) belowa Governmental Entity notifies Bank by written communication that such indemnification would result in an adverse impact on Bank’s examination ratings or (c) such indemnification would give rise to civil money penalties or other sanctions.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto) or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by the 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, at the time that such expense is incurred, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment or supplement thereto) or the Base Prospectus, it being understood any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto); and agreed provided further, that the only foregoing indemnity with respect to any untrue statement or omission from a Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such information furnished by Underwriter) from whom the Underwriters through the Representatives consists person asserting such loss, liability, claim, damage or expense purchased any of the information described as Shares that are the subject thereof if the Company shall sustain the burden of proving that: (i) the untrue statement or omission contained in the Preliminary Prospectus (excluding documents incorporated by reference) was corrected, (ii) such in paragraph person was not sent or given a copy of the Final Prospectus (bexcluding documents incorporated by reference) belowwhich corrected the untrue statement or omission at or prior to the written confirmation of the sale of such Shares to such person if required by applicable law, and (iii) the Company satisfied its obligation to provide a sufficient number of copies of the Final Prospectus to such Underwriter.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto430B, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claimsthe General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, damages or liabilities arise out with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or are based uponinvestor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental 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) hereof) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including any information deemed to be a part thereof pursuant to the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claims, damages the General Disclosure Package or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are (B) in any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any roadshow or investor presentations made to investors by the Company (whether in person or electronically) 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, 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; (iii) against any and all expense whatsoever, as incurred (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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees ▇▇▇▇ Parties, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claimsthe General Disclosure Package or the Prospectus (or any amendment or supplement thereto), damages or liabilities arise out (B) in any materials or information provided to investors by, or with the approval of, the Partnership in connection with the marketing of the offering of the Units (“Marketing Materials”) not constituting an Issuer Free Writing Prospectus, including any “roadshow” (as defined under Rule 433 under the ▇▇▇▇ ▇▇▇) or are investor presentations made to investors by the Partnership (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, 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 Partnership; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such Underwriter Underwriter, as the case may be, within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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 any untrue statement or alleged untrue statement of a material fact contained in the Computational Materials, ABS Term Sheets or Collateral Term Sheets distributed by such Underwriter, unless such untrue statement or alleged untrue statement of a material fact was made in reliance upon and in conformity with Derived Information provided by such Underwriter to the Company expressly for use in the Registration Statement, the Prospectus, the Computational Materials, ABS Term Sheets or Collateral Term Sheets and the untrue statement or alleged untrue statement did not derive from an inaccuracy in the Seller-Provided Information used in the preparation of such Computational Materials, ABS Term Sheets or Collateral Term Sheets; (iii) 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, 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 the fees and disbursements of counsel chosen by such Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i), (ii) or (iii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that or any preliminary prospectus or the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus delivered to the Underwriters for use in connection with the sale of the Securities, except insofar as such lossesany Issuer Free Writing Prospectus, claims, damages the General Disclosure Package or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only such information furnished by Rule 430A Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the Underwriters through General Disclosure Package or the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company Corporation agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto) or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Corporation; and iii) against any and all expenses whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch, Pierce, Fenner and Smith Incorp▇▇▇▇▇▇ (the "Lead Under▇▇▇▇▇▇"), r▇▇▇▇▇ably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Corporation by such any Underwriter through the Representatives Lead Underwriter expressly for use therein, it being understood and agreed that in the only such information furnished by Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such each Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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 any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Representatives consists Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter, or the benefit of any person controlling any Underwriter, if a copy of the information described Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto and excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of such in paragraph Underwriter to such person asserting any such losses, claims, damages or liabilities at or prior to the written confirmation of the sale of such Shares to such person, if required by law so to have been delivered, and if the Prospectus (bas so amended or supplemented) belowwould have cured the defect giving rise to such loss, claim, damage or expense.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto) or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by the 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, at the time that such expense is incurred, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment or supplement thereto) or the Base Prospectus, it being understood any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto); and agreed provided further, that the only foregoing indemnity with respect to any untrue statement or omission from a Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such information furnished by Underwriter) from whom the Underwriters through the Representatives consists person asserting such loss, liability, claim, damage or expense purchased any of the information described as Shares that are the subject thereof if the Company shall sustain the burden of proving that: (i) the untrue statement or omission contained in the Preliminary Prospectus was corrected, (ii) such in paragraph person was not sent or given a copy of the Final Prospectus which corrected the untrue statement or omission at or prior to the written confirmation of the sale of such Shares to such person if required by applicable law, and (biii) belowthe Company satisfied its obligation to provide a sufficient number of copies of the Final Prospectus to such Underwriter.

Indemnification of Underwriters. The Each of the Company agrees and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, and each any director, officer, employee or affiliate of any Underwriter within the meaning of Rule 405 under the Act from and thereof as follows: (i) against any and all loss, liability, claim, damage and expense 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 Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter who failed to deliver a Prospectus (as then amended or supplemented, provided by the Company to the several Underwriters in accordance with Section 3(d)) to the person asserting any losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofpreliminary prospectus, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar if such material misstatement or omission or alleged material misstatement or omission was cured, as determined by a court of competent jurisdiction in a decision not subject to further appeal, in such lossesProspectus and such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person. (ii) against any and all loss, claimsliability, damages or liabilities arise out ofclaim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only such information furnished by Rule 434 Information, if applicable, or any preliminary prospectus or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense whatsoever, as incurred, arising out of (including, without limitation, A) any legal untrue statement or other expenses reasonably incurred alleged untrue statement of a material fact contained in connection with defending the Registration Statement (or investigating any such action or claim) that arise out ofamendment thereto), or are based upon, 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 or (B) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectuspreliminary prospectus, any Statutory Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto, the Prospectus, ) or any “road showissuer information” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, filed or is required to file, be filed pursuant to Rule 433(d) under the 1933 Act, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that or any preliminary prospectus, any Issuer Free Writing Prospectus or the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees Wisconsin Electric and the Issuer, jointly and severally, agree to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereofStatement, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Pricing Prospectus, except insofar as such losseseach Issuer Free Writing Prospectus, claimsthe Pricing Package, damages the Final Prospectus or, in each case, any amendment or liabilities arise out ofsupplement thereto, collectively, or are 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, upon any such untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of Wisconsin Electric or the Issuer; and (iii) against any and all expense whatsoever, as incurred (including the reasonable 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Issuer by such any Underwriter through the Representatives Representative expressly for use thereinin the Registration Statement (or any amendment thereto) or the Pricing Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished to the Issuer by the Underwriters through in writing expressly for use in such foregoing documents is set forth in Schedule IV hereto (the Representatives consists “Underwriter Information”); and provided, further, that the indemnity agreement in this paragraph (a) with respect to the Pricing Prospectus and other information included in the Pricing Package shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or other liabilities purchased Bonds, or any person controlling such Underwriter, to the extent that (i) prior to the Applicable Time Wisconsin Electric or the Issuer shall have notified such Underwriter that the Pricing Prospectus or other information included in the Pricing Package contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Pricing Prospectus or, where permitted by law, an Issuer Free Writing Prospectus and such corrected Pricing Prospectus or Issuer Free Writing Prospectus was provided to such Underwriter and filed with the Commission far enough in advance of the information described as Applicable Time so that such corrected Pricing Prospectus or Issuer Free Writing Prospectus could have been conveyed to such person prior to the Applicable Time, (iii) such corrected Pricing Prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such person at or prior to the Applicable Time, and (iv) such loss, claim, damage or liability would not have occurred had the corrected Pricing Prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such person prior to the Applicable Time. This indemnity agreement will be in paragraph (b) belowaddition to any liability which the Issuer or Wisconsin Electric may otherwise have.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim and liabilities (includingdamage whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, (or any Preliminary amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Base Prospectus, any Statutory the Time of Sale Prospectus, the Prospectus (or any amendment or supplement thereto, the Prospectus), any “road show” as defined in Rule 433(h) under the Act, any Company information free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, except insofar liability, claim and damage whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and (iii) against any and all out of pocket expense as reasonably incurred (including, subject to the limitations set forth in Section 6(c), the fees and disbursements of counsel chosen by the Representatives), in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not give rise to liability for the Company with respect to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed the Time of Sale Prospectus, the Prospectus (or any amendment or supplement thereto), or any free writing prospectus that the only such information furnished by Company has filed, or is required to file, pursuant to Rule 433(d) under the Underwriters through the Representatives consists of the information described as such in paragraph (b) below1933 Act.

Indemnification of Underwriters. The Company agrees Offerors jointly and severally agree to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto) or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Trust and the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by ▇.▇. ▇▇▇▇▇▇▇) 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, at the time that such expense is incurred, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives ▇.▇. ▇▇▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that this indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, liability, claim, damage or expenses purchased Securities, or any person controlling such Underwriter, if the Offerors sustain the burden of proving that a copy of the Prospectus (as then amended or supplemented if the Company or the Trust shall have furnished any such amendments or supplements thereto, but excluding documents incorporated or deemed to be incorporated by reference therein), was not sent or given by or on behalf of such 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, but excluding documents incorporated or deemed to be incorporated by reference therein) would have corrected the defect giving rise to such loss, liability, claim, damage or expense, it being understood and agreed that this proviso shall have no application if such defect shall have been corrected in a document which is incorporated or deemed to be incorporated by reference in the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowProspectus.

Indemnification of Underwriters. The Company agrees Delphi Parties jointly and severally agree to indemnify and hold harmless each Underwriter, its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and 1934 Act, against any and all lossesloss, claimsliability, damages claim and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, damage caused by any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or caused by any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such losses, claims, damages damages, or liabilities arise out ofafter receipt of adequate documentation relating thereto; provided, however, that the foregoing indemnity agreement, with respect to any preliminary prospectus or Prospectus, shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages, or are based uponliabilities purchased securities, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages, or liabilities, and; provided, further, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Delphi Parties by such the Representative or any Underwriter through the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only such information furnished by Rule 430A Information, or any preliminary prospectus or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees Delphi Parties jointly and severally agree to indemnify and hold harmless each Underwriter, its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and 1934 Act, against any and all lossesloss, claimsliability, damages claim and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, damage caused by any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or caused by any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such losses, claims, damages damages, or liabilities arise out ofafter receipt of adequate documentation relating thereto; provided, however, that the foregoing indemnity agreement, with respect to any preliminary prospectus or Prospectus, shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages, or are based uponliabilities purchased securities, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages, or liabilities, and; provided, further, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Delphi Parties by such the Representative or any Underwriter through the Representatives Merrill Lynch expressly for use thereinin the Registration Statement (or any ▇▇▇▇▇▇▇n▇ ▇▇▇reto), it being understood and agreed that including the only such information furnished by Rule 430A Information, or any preliminary prospectus or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company PSCo agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and 1934 Act, as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein 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 contained in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, upon any such untrue statement or omission or any alleged untrue statement or omission, if such settlement is effected with the written consent of PSCo; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to PSCo by any information relating Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). PSCo shall not be liable for indemnity under this Section 6(a) with respect to 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 Securities to a person to whom it is established that 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) in any case where such delivery is required by the Act, if PSCo has previously furnished to the Company Underwriters the copies thereof in writing by compliance with this Agreement, and the loss, claim, damage or liability of such Underwriter through results from an untrue statement or omission of a material fact contained in the Representatives expressly for use therein, it being understood and agreed Preliminary Prospectus that was corrected in the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowProspectus.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls any such Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the ProspectusRule 434 Information, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filedif applicable, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in the Prospectus (or any amendment or supplement thereto), or are 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, 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 written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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, referred to under (i) above, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or the Prospectus (or any amendment or supplement thereto) and provided, further, that this indemnity agreement shall not inure to the benefit of such Underwriter or any person controlling such Underwriter on account of any loss, claim, damage, liability or action arising from the sale of Securities to any person by such Underwriter if such Underwriter failed to send or give a copy of an amendment or supplement to the Prospectus to that person and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in the Prospectus was corrected in said amendment or supplement and the delivery thereof was required by law and would have constituted a complete defense to the claim of that person, unless such failure resulted from non-compliance by the Company with Section 3(a) or (b). For purposes of the second proviso to the immediately preceding sentence, the term Prospectus shall not be deemed to include the documents incorporated by reference therein, it being understood and agreed that no Underwriter shall be obligated to send or give any supplement or amendment to any document incorporated by reference in the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowProspectus to any person.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or and any Preliminary Prospectus, any Statutory Prospectus documents incorporated by reference therein (or any amendment thereto), including the Rule 430B Information or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, except insofar as such losses, claims, damages any Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectus and any documents incorporated by reference therein (or any amendment or supplement thereto) or any other offering document, or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Citi), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only such information furnished by Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an "Affiliate"), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all loss, liability, claim, damage and expense 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 information deemed to be part of the Registration Statement pursuant to Rule 430A(b) or Rule 434 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 or arising out of any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and 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; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by you), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through you expressly for use in the Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). The foregoing indemnity agreement with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter who failed to deliver the Prospectus (as then amended or supplemented, provided to the several Underwriters in the requisite quantity and on a timely basis to permit proper delivery on or prior to the Closing Time) to the person asserting any losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as if such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement material misstatement or omission or alleged untrue statement material misstatement or omission made was cured, as determined by a court of competent jurisdiction in reliance upon a decision not subject to further appeal, in such Prospectus and in conformity with any information relating such Prospectus was required by law to any Underwriter furnished be delivered at or prior to the Company in writing by written confirmation of sale to such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowperson.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its 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 as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, that such Underwriter, its Affiliates, its selling agents and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 1934 Act, may become subject under the Act from and against any and all losses1933 Act, claimsthe 1934 Act, damages and liabilities (including, without limitationthe 1940 Act, any legal U.S. federal or other expenses reasonably incurred in connection with defending state statutory law or investigating regulation, any Canadian federal or provincial statutory law or regulation or at common law or otherwise, insofar as such action loss, liability, claim, damage arises out of or claim) that arise out of, or are is based upon, on any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus (delivered to the Underwriters for use in connection with the offering contemplated by this Agreement, except insofar as such losseswhich is dated April 28, claims2008), damages the Disclosure Package, any Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are 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, 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; (iii) against any and all expense whatsoever, as incurred (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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only such information furnished by Rule 430A Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the Underwriters through Disclosure Package or the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each UnderwriterUnderwriter and each Selling Shareholder, their respective affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), selling agents and its and their respective officers, directors and employees and each person, if any, who controls such any Underwriter or any Selling Shareholder within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in General Disclosure Package, except insofar as such losses, claims, damages any Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information. Insofar as this indemnity agreement may permit indemnification for liabilities under the 1933 Act of any information relating to any person who is a partner of an Underwriter furnished to 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 the Company or controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Company has been advised that in writing the opinion of the Commission such provisions may contravene Federal public policy as expressed in the 1933 Act and may therefore be unenforceable. In the event that a claim for indemnification under such agreement for any such liabilities (except insofar as such agreement provides for the payment by the Company of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such Underwriter through a person, the Representatives expressly Company will submit to a court of appropriate jurisdiction (unless in the opinion of counsel for use thereinthe Company the matter has already been settled by controlling precedent) the question of whether or not indemnification by it for such liabilities is against public policy as expressed in the 1933 Act and therefore unenforceable, it being understood and agreed that the only such information furnished Company will be governed by the Underwriters through the Representatives consists final adjudication of the information described as such in paragraph (b) belowissue.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to -------- ------- any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company by any Underwriter expressly for use in writing the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further that this indemnity agreement shall not inure to the benefit of any Underwriter or any person who controls such Underwriter on account of any such loss, liability, claim, damage or expense arising out of any such defect or alleged defect in any preliminary prospectus if a copy of the Prospectus (exclusive of the documents incorporated by reference therein) shall not have been given or sent by such Underwriter through with or prior to the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists written confirmation of the information described as sale involved to the extent that (i) the Prospectus would have cured such in paragraph defect or alleged defect and (bii) belowsufficient quantities of the Prospectus were timely made available to such Underwriter.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus Statements (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) such settlement is effected with the written consent of Company; and (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 indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives Representative expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that or any preliminary prospectus or the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and ------------------------------- hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and 1934 Act, as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein 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 contained in any preliminary prospectus, any preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that (A) this indemnity agreement shall not apply to any -------- ------- loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in writing the Registration Statement (or any amendment thereto) or any preliminary prospectus, preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto), and (B) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or preliminary prospectus supplement, this indemnity agreement shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter within the meaning of Section ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇) to the extent that any such loss, liability, claim, damage or expense of such Underwriter or any person controlling such Underwriter results from the fact that such Underwriter sold Securities to a person to whom there was not sent or given by such Underwriter through or on such Underwriter's behalf at or prior to the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists written confirmation of the information described sale of such Securities to such person, a copy of the Prospectus (as then amended or supplemented), if required by law to have been so delivered, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such in paragraph (b) belowloss, liability, claim, damage or expense.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto), including the Rule 430A Information or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claims, damages Section 5(d) Writing distributed by the Company or liabilities arise out ofauthorized by the Company to be distributed by any other person or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the 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 indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives Representative expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only such information furnished by Rule 430A Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, Section 5(d) Writing or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto430B, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, except insofar as such losses, claims, damages any Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Banc of America Securities LLC (subject to Section 7(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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto430B, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included or incorporated by reference in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claims, damages the General Disclosure Package or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are 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, 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; (iii) against any and all reasonable expense, as incurred (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 is not paid under ‎(i) or ‎(ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, each their affiliates, as such term is defined in Rule 501-(b) under the Securities Act (each, an “Affiliate”) and the person, if any, who controls such each Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claims, damages or liabilities arise out ofincluding the Term Sheet, or are the Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, including the Term Sheet, or the Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph subsection (b) below.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 405 under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act to the extent and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from manner set forth in clauses (i), (ii), (iii) and (iv) below as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the ProspectusRule 430A Information and the Rule 434 Information, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filedif applicable, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity, as to any preliminary prospectus, shall not inure to the benefit of any person on account of any loss, liability, claim, damage, or expense arising from the sale of the Securities to any person by the Underwriters if the Underwriters failed to send or give a copy of any subsequent preliminary prospectus or the Prospectus to such person within the time required by the 1933 Act, and the untrue statement or alleged untrue statement or mission or alleged omission of a material fact in such preliminary prospectus was corrected in the subsequent preliminary prospectus or the Prospectus, unless such failure resulted from noncompliance by the Company with Section 3(c) hereof; and provided further, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives Representative expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood including the Rule 430A Information and agreed that the only such information furnished by Rule 434 Information, if applicable, or any preliminary prospectus or the Underwriters through U.S. Prospectus (or any amendment or supplement thereto) (the Representatives consists of the information described as such in paragraph (b) below“Furnished Information”).

Indemnification of Underwriters. The Company Corporation agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: i against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto) or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Corporation; and iii against any and all expenses whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ and ▇▇▇▇▇ Incorporated (the "Lead Underwriter"), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Corporation by such any Underwriter through the Representatives Lead Underwriter expressly for use therein, it being understood and agreed that in the only such information furnished by Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto) or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by the 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, at the time that such expense is incurred, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment or supplement thereto) or the Basic Prospectus, it being understood any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto); and agreed provided further, that the only foregoing indemnity with respect to any untrue statement or omission from a Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such information furnished by Underwriter) from whom the Underwriters through the Representatives consists person asserting such loss, liability, claim, damage or expense purchased any of the information described as Securities that are the subject thereof if the Company shall sustain the burden of proving that: (i) the untrue statement or omission contained in the Preliminary Prospectus (excluding documents incorporated by reference) was corrected, (ii) such in paragraph person was not sent or given a copy of the Final Prospectus (bexcluding documents incorporated by reference) belowwhich corrected the untrue statement or omission at or prior to the written confirmation of the sale of such Securities to such person if required by applicable law, and (iii) the Company satisfied its obligation to provide a sufficient number of copies of the Final Prospectus to such Underwriter.

Indemnification of Underwriters. The Company Depositor agrees to indemnify and hold harmless each Underwriter, the Underwriters and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d)) any such settlement is effected with the written consent of the Depositor; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 is not paid under clause (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Depositor by such Underwriter through the Representatives Underwriters expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that or any preliminary prospectus or the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees and agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Act, and each any affiliate of any Underwriter (within the meaning of Rule 405 under Section 15 of the Act from and or Section 20 of the Exchange Act) of the Underwriters (each, an “Indemnified Person”) against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense whatsoever, whether or not pending or threatened, as reasonably incurred, joint or several, arising out of or based upon (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimi) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such lossesloss, claimsdamage, damages expense, liability or liabilities arise claim primarily and directly arises out of, relates to or are is based upon, on any such untrue statement or omission or alleged untrue statement or omission made in reliance upon of a material fact contained in, and in conformity with the Underwriter Information or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was required to be stated in the Registration Statement or was necessary to make the Underwriter Information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in any information relating provided to investors by, or with the approval of, the Company, including, without limitation, any investor presentations, or in any Blue Sky application or other information or other documents executed by the Company filed in any state or other jurisdiction or Nasdaq to qualify any or all of the Public Securities under the securities laws thereof, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the Underwriter furnished Information or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in any Preliminary Prospectus or the Company Prospectus (or any amendment or supplement thereto) in writing by such connection with the Underwriter through Information, which material fact was not contained in the Representatives expressly for use thereinUnderwriter Information and which material fact was necessary in order to make the statements in the Underwriter Information, it being understood and agreed that in the only such information furnished by the Underwriters through the Representatives consists light of the information described as such in paragraph (b) belowcircumstances under which they were made, not misleading.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Banc of America and ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company by any Underwriter through Banc of America and ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in writing the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further that this indemnity agreement shall not inure to the benefit of any Underwriter or any person who controls such Underwriter on account of any such loss, liability, claim, damage or expense arising out of any such defect or alleged defect in any preliminary prospectus if a copy of the Prospectus (exclusive of the documents incorporated by reference therein) shall not have been given or sent by such Underwriter through with or prior to the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists written confirmation of the information described as sale involved to the extent that (i) the Prospectus would have cured such in paragraph defect or alleged defect and (bii) belowsufficient quantities of the Prospectus were timely made available to such Underwriter.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, any “road show” as defined in including Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar any Issuer Free Writing Prospectus or any “road show” (as such losses, claims, damages defined in Rule 433) not constituting an Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are 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, 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; (iii) against any and all expense whatsoever, as incurred (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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only such information furnished by Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingreasonable expense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or are 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 reasonable 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; PROVIDED that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as reasonably incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives), in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed or any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); PROVIDED, further, that the only foregoing indemnity with respect to any untrue statement contained in or any omission from the Registration Statement shall not inure to the benefit of any Underwriter from whom the person asserting any such information furnished by the Underwriters through the Representatives consists loss, liability, claim, damages or expense purchased any of the information described as Securities that are the subject thereof if the Company shall sustain the burden of proving that (i) the untrue statement or omission contained in the Registration Statement was corrected and (ii) such in paragraph (b) belowperson was not sent or given a copy of the Prospectus which corrected the untrue statement or omission at or prior to the written confirmation of the sale of such Securities to such person.

Indemnification of Underwriters. The Company agrees and the Bank, jointly and severally, and the Selling Shareholders, severally and not jointly agree to indemnify and hold harmless each 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 such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto), including the Rule 430A Information or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, except insofar as such losses, claims, damages any Issuer-Represented Free Writing Prospectus or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are 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, prepared by or with the consent of the Company, distributed in connection with the reservation and sale of the Reserved Securities to Invitees or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, when considered in conjunction with any Issuer-Represented Free Writing Prospectus, the Prospectus or preliminary prospectus, not misleading; (iii) 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission or in connection with any violation of the nature referred to in Section 6(a)(ii)(A) hereof; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; and (iv) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇), 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 or in connection with any violation of the nature referred to in Section 6(a)(ii)(A) hereof, to the extent that any such expense is not paid under (i), (ii) or (iii) above. Notwithstanding the foregoing, the indemnity agreement provided 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 or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood including the Rule 430A Information or any preliminary prospectus, any Issuer-Represented Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto); provided, however, that the liability of each Selling Shareholder pursuant to this Section 6(a) shall not exceed the product of the number of Shares sold by such Selling Shareholder and agreed the purchase price for the Shares paid by the Underwriters as set forth on Schedule E; provided, further, however, that each Selling Shareholder shall only be subject to liability pursuant to this Section 6(a) to the extent that any untrue statement or alleged untrue statement of a material fact, or omission or alleged omission therefrom of a material fact, was made in reliance upon and in conformity with the information furnished or confirmed (in each case orally or in writing) by or on behalf of such Selling Shareholder; and, provided, further, however, that the parties acknowledge and agree that the only such written information furnished by that the Underwriters through have furnished to the Representatives consists Company specifically for inclusion in the Registration Statement, preliminary prospectus and Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures, list of Underwriters, amount of shares purchased and information on stabilization and short positions appearing in the Prospectus in the section entitled “Underwriting.” Each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the information described 1933 Act or Section 20 of the 1934 Act against (i) any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any Selling Shareholder Free Writing Prospectus of such Selling Shareholder (as a result of any untrue statement or alleged untrue statement of a material fact contained therein or the omission or alleged omission therefrom of a material fact necessary in paragraph order to make the statements therein, in light of the circumstances under which they were made, not misleading, or otherwise); and (bii) 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 such Selling Shareholder Free Writing Prospectus; provided that (subject to 6(f) below) such settlement is effected with the written consent of such Selling Shareholder; and (iii) any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇), 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 Selling Shareholder Free Writing Prospectus, to the extent that such expense is not paid under clause (i) or (ii) above.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in writing the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further that this indemnity agreement shall not inure to the benefit of any Underwriter or any person who controls such Underwriter on account of any such loss, liability, claim, damage or expense arising out of any such defect or alleged defect in any preliminary prospectus if a copy of the Prospectus (exclusive of the documents incorporated by reference therein) shall not have been given or sent by such Underwriter through with or prior to the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists written confirmation of the information described as sale involved to the extent that (i) the Prospectus would have cured such in paragraph defect or alleged defect and (bii) belowsufficient quantities of the Prospectus were timely made available to such Underwriter.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such each Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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 any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter the Underwriters through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and agreed provided, further, that the only such information furnished by foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the Underwriters through benefit of any Underwriter, or the Representatives consists benefit of any person controlling any Underwriter, if a copy of the information described Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto and excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of such in paragraph Underwriter to such person asserting any such losses, claims, damages or liabilities at or prior to the written confirmation of the sale of such Shares to such person, if required by law so to have been delivered, and if the Prospectus (bas so amended or supplemented) belowwould have cured the defect giving rise to such loss, claim, damage or expense.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingreasonable expense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or are 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 reasonable 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; PROVIDED that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as reasonably incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives), in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed or any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); PROVIDED, further, that the only foregoing indemnity with respect to any untrue statement contained in or any omission from the Registration Statement shall not inure to the benefit of any Underwriter from whom the person asserting any such information furnished by the Underwriters through the Representatives consists loss, liability, claim, damages or expense purchased any of the information described as Securities that are the subject thereof if the Company shall sustain the burden of proving that (i) the untrue statement or omission contained in the Registration Statement was corrected and (ii) such in paragraph (b) belowperson was not sent or given a copy of the Prospectus which corrected the untrue statement or omission at or prior to the written confirmation of the sale of such Securities to such person.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, except insofar any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any “road show” (as such losses, claims, damages or liabilities arise out ofdefined in Rule 433) not constituting an Issuer Free Writing Prospectus, or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; (iii) against any and all expense whatsoever, as incurred (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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each UnderwriterUnderwriter and each Selling Shareholder, their respective affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), selling agents and its and their respective officers, directors and employees and each person, if any, who controls such any Underwriter or any Selling Shareholder within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in General Disclosure Package, except insofar as such losses, claims, damages any Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; (iii) against any and all expense whatsoever, as incurred (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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information. Insofar as this indemnity agreement may permit indemnification for liabilities under the 1933 Act of any information relating to any person who is a partner of an Underwriter furnished to 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 the Company or controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Company has been advised that in writing the opinion of the Commission such provisions may contravene Federal public policy as expressed in the 1933 Act and may therefore be unenforceable. In the event that a claim for indemnification under such agreement for any such liabilities (except insofar as such agreement provides for the payment by the Company of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such Underwriter through a person, the Representatives expressly Company will submit to a court of appropriate jurisdiction (unless in the opinion of counsel for use thereinthe Company the matter has already been settled by controlling precedent) the question of whether or not indemnification by it for such liabilities is against public policy as expressed in the 1933 Act and therefore unenforceable, it being understood and agreed that the only such information furnished Company will be governed by the Underwriters through the Representatives consists final adjudication of the information described as such in paragraph (b) belowissue.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, each of its directors and officers, its affiliates (as such term is defined in Rule 50 1(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, arising out of any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any on untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto430B, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, except insofar as such losses, claims, damages any Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are 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, 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; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. (1) The Company agrees and the Operating Partnership agree to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, except insofar as such losses, claims, damages any Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto) or any Bona Fide Electronic Road Show not constituting an Issuer Free Writing Prospectus, or are 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, 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; (iii) against any and all expense whatsoever, as incurred (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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only such information furnished by Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (bor any amendment or supplement thereto) belowor any Bona Fide Electronic Road Show not constituting an Issuer Free Writing Prospectus.

Indemnification of Underwriters. The Company agrees and the Controlling Shareholders, severally and not jointly, agree to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus the ADS Registration Statement (or any amendment thereto), including the Rule 430A Information or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any Statutory Prospectus, except insofar as such losses, claims, damages any Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section (e) below) any such settlement is effected with the written consent of the Company and the Selling Shareholders; (iii) against any and all expense whatsoever, as incurred (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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood including the Rule 430A Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). The parties hereto understand and agreed agree that the only such information furnished by the Underwriters through the Representatives any Underwriter consists of the information described as such in paragraph subsection (bc) below. Notwithstanding the foregoing, in no event shall the Controlling Shareholders be liable or responsible for any amount in excess of the gross proceeds applicable to the Securities sold by the Controlling Shareholders pursuant to the transactions contemplated by this Agreement.

Indemnification of Underwriters. The Company Corporation agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto) or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Corporation; and iii) against any and all expenses whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇.▇. ▇▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇) (together, the "Lead 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Corporation by such any Underwriter through the Representatives Lead Underwriters expressly for use therein, it being understood and agreed that in the only such information furnished by Registration Statement (or any amendment thereto) or any preliminary prospectus or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees Transaction Entities, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents, officers and directors and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal arising out of or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, on any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto430B, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of or based on any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claimsthe General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, damages or liabilities arise out with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or are investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or of any claim whatsoever based upon, 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; (iii) against any and all expense whatsoever, as incurred (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 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based on any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees Offerors agree to jointly and ------------------------------- severally indemnify and hold harmless (x) each Underwriter, (y) each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act (each such person, a "Control Person") and (z) the respective partners, directors, officers and employees of each affiliate of Underwriter or any Underwriter within the meaning of Rule 405 under the Act from and Control Person as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the ProspectusRule 430A Information and the Rule 434 Information, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filedif applicable, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading or arising out of any untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supple ment 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, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claimsto the extent of the aggregate amount paid in settlement of any litigation or any investigation or proceeding by any governmental agency or body, damages commenced or liabilities arise out ofthreatened, or are of any claim whatsoever based upon, 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 Offerors; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), reasonably incurred in investigating, preparing for or defending against any litigation or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Offerors by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood including the Rule 430A Information and agreed that the only Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The foregoing indemnity with respect to any untrue statement or alleged untrue statement contained in or omission or alleged omission from a preliminary prospectus shall not inure to the benefit of any Underwriter (or any person controlling such information furnished by Underwriter) from whom the Underwriters through the Representatives consists person asserting any loss, liability, claim, damage or expense purchases any of the information described Preferred Securi ties which are the subject thereof if the Company shall sustain the burden of proving that such person was not sent or given a copy of the Prospectus (or the Prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Preferred Securities to such person and the untrue statement contained in paragraph or omission from such preliminary prospectus was corrected in the Prospectus (bor the Prospectus as amended or supplemented) belowand the Company has previously furnished copies thereof to such Underwriter.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities expense whatsoever, as incurred, arising out of (including, without limitation, A) any legal untrue statement or other expenses reasonably incurred alleged untrue statement of a material fact contained in connection with defending the Registration Statement (or investigating any such action amendment or claim) that arise out ofsupplement thereto), or are based upon, 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 or (B) any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectuspreliminary prospectus, any Statutory Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto, the Prospectus, ) or any “road showissuer information” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, filed or is required to file, be filed pursuant to Rule 433(d) under the 1933 Act, or the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the 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 indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives Representative expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that or any preliminary prospectus, any Issuer Free Writing Prospectus or the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch), reasonably incurred in investigating, preparin▇ ▇▇ ▇▇f▇▇▇▇▇g against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company by any Underwriter through Merrill Lynch expressly for use in writing the Registration Statement (or a▇▇ ▇▇▇▇d▇▇▇▇ thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further that this indemnity agreement shall not inure to the benefit of any Underwriter or any person who controls such Underwriter on account of any such loss, liability, claim, damage or expense arising out of any such defect or alleged defect in any preliminary prospectus if a copy of the Prospectus (exclusive of the documents incorporated by reference therein) shall not have been given or sent by such Underwriter through with or prior to the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists written confirmation of the information described as sale involved to the extent that (i) the Prospectus would have cured such in paragraph defect or alleged defect and (bii) belowsufficient quantities of the Prospectus were timely made available to such Underwriter.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under Section 15 of the 1933 Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue state statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the ProspectusRule 434 Information, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filedif applicable, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements there in, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇), 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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that this indemnity agreement with respect to any preliminary prospectus 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 the Offerors sustain the burden that a copy of the Prospectus (as then amended or supplemented if the Offerors shall have furnished any such amendments or supplements thereto), but excluding documents incorporated or deemed to be incorporated by reference, was not sent or given by or on behalf of such 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, but excluding documents incorporated or deemed to be incorporated by reference therein) would have corrected the defect giving rise to such loss, liability, claim, damage or expense, it being understood and agreed that this proviso shall have no application if such defect shall have been corrected in a document which is incorporated or deemed to be incorporated by reference in the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowProspectus.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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 any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and agreed provided, further, that the only such information furnished by foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the Underwriters through benefit of any Underwriter, or the Representatives consists benefit of any person controlling any Underwriter, if a copy of the information described Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto and excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of such in paragraph Underwriter to such person asserting any such losses, claims, damages or liabilities at or prior to the written confirmation of the sale of such Notes to such person, if required by law so to have been delivered, and if the Prospectus (bas so amended or supplemented) belowwould have cured the defect giving rise to such loss, claim, damage or expense.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), selling agents, officers and directors and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto430B, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claimsthe General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, damages or liabilities arise out with the express approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or are based uponinvestor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental 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) hereof) any such settlement is effected with the prior written consent of the Company; (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 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto430B, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claims, damages the General Disclosure Package or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto) or (B) in any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or are the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any roadshow or investor presentations made to investors by the Company (whether in person or electronically) 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, 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; (iii) against any and all expense whatsoever, as incurred (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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, each person that is an affiliate or a selling agent of any Underwriter and that is involved in the offering or sale of the Securities, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including, without limitation, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claimsthe General Disclosure Package (or any part thereof) or the Prospectus (or any amendment or supplement thereto) or (B) any materials or information provided to investors by, damages or liabilities arise out with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or are investor presentations made by the Company (whether in person or electronically and including any live or recorded road show or presentations), 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or any preliminary prospectus, it being understood and agreed that any Issuer Free Writing Prospectus or the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar as such losses, claims, damages or liabilities arise out ofany Issuer Free Writing Prospectus, or are any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”) or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the 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 is not paid under clauses (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto); it being understood and agreed that the only such information furnished in writing by or on behalf of the several Underwriters for inclusion in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto): the last paragraph on the cover page concerning delivery of the Securities; the third paragraph of text under the caption “Underwriting” concerning the terms of the offering by the Underwriters through Underwriters; and the Representatives consists first and second sentences of the information described as such in seventh paragraph (b) belowof text under the caption “Underwriting” concerning certain stabilizing transactions by the Underwriters.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch), reasonably incurred in investigating, prepari▇▇ ▇▇ ▇efending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives Merrill Lynch expressly for use thereinin any Registration Statement (or any ▇▇▇▇▇▇▇n▇ ▇▇▇reto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, it being understood and agreed further, that this indemnity agreement with respect to any preliminary prospectus shall not inure to the only benefit of any Underwriter from whom the person asserting any such information furnished by the Underwriters through the Representatives consists losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a copy of the information described Prospectus (as then amended or supplemented if the Company shall have furnished any such amendments or supplements thereto, but excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of such 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, if applicable) would have corrected the defect giving rise to such loss, liability, claim, damage or expense, except that this proviso shall not be applicable if such defect shall have been corrected in paragraph (b) belowa document which is incorporated or deemed to be incorporated by reference in the Prospectus.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto), including the Rule 430A Information or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claims, damages Section 5(d) Writing distributed by the Company or liabilities arise out ofauthorized by the Company to be distributed by any other person or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only such information furnished by Rule 430A Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, Section 5(d) Writing or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company Each of the Issuers agrees jointly and severally to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and 1934 as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Issuers; and (iii) against any and all expense whatsoever, as incurred (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, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that (i) this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged al- leged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Issuers by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) and (ii) such indemnity with respect to any Preliminary Prospectus or the Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, it being understood and agreed that liability, claim, damage or expense purchased the only Securities which are the subject thereof if such information furnished person did not receive a copy of the Prospectus (or the Prospectus, as amended or supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of the Securities to such person in any case where such delivery is required by the Underwriters through 1933 Act and the Representatives consists untrue statement or omission of a material fact contained in any Preliminary Prospectus or the information described Prospectus was corrected in the Prospectus (or the Prospectus, as such amended or supplemented). This indemnity agreement will be in paragraph (b) belowaddition to any liability which the Issuers may otherwise have.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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 eligible employees of the Company and other persons 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, 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission or in connection with any violation of the nature referred to in Section 6(a)(ii)(A) hereof, 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(c) the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), 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 or in connection with any violation of the nature referred to in Section 6(a)(ii)(A) hereof, to the extent that any such expense is not paid under (i), (ii) or (iii) above; provided, however, that this indemnity agreement shall not apply to any loss, -------- ------- liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood including the Rule 430A Information and agreed the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that -------- ------- the Company will not be liable to any Underwriter or any person controlling such Underwriter with respect to any such untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus to the extent that the only Company shall sustain the burden of proving that any such information furnished by loss, liability, claim, damage or expense resulted from the Underwriters through fact that the Representatives consists Underwriter sold securities to a person to whom such Underwriter failed to send or give, at or prior to the written confirmation of the information described sale of such Securities, a copy of the Prospectus (as amended or supplemented) if the Company has previously furnished copies thereof to the Underwriter (sufficiently in advance of the Closing Time to allow for distribution of the Prospectus in a timely manner) and complied with their obligations under Sections 3(b), 3(c) and 3(d) hereof and the loss, liability, claim, damage or expense of the Underwriter resulted from an untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from such preliminary prospectus (as amended or supplemented) which was corrected in paragraph the Prospectus (bas amended or supplemented). (2) belowIn addition to and without limitation of the Company's obligation to indemnify ▇▇▇▇▇▇▇ ▇▇▇▇▇ as an Underwriter, the Company also agrees to indemnify and hold harmless the Independent Underwriter and each person, if any, who controls the Independent Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense whatsoever, as incurred, incurred as a result of the Independent Underwriter's participation as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. in connection with the offering of the Securities.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the ▇▇▇▇ ▇▇▇) involved or participating in the offering, distribution or sale of the Securities (each, an “Affiliate”), its selling agents participating in the offering, distribution or sale of the Securities and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430A Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, 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; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that including the only Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The foregoing indemnity with respect to any untrue statement contained in or any omission from the Prospectus shall not inure to the benefit of any Underwriter (or any Affiliate or selling agent of, or any person controlling, such information furnished by Underwriter) from whom the Underwriters through the Representatives consists person asserting any such loss, liability, claim, damage or expense purchased any of the information described as Securities that are the subject thereof if the Company shall sustain the burden of proving that (i) the untrue statement or omission contained in the Prospectus was corrected; (ii) such in paragraph person was not sent or given a copy of the Prospectus (bexcluding documents incorporated by reference) belowwhich corrected the untrue statement or omission at or prior to the written confirmation of the sale of such Securities to such person if required by applicable law; and (iii) the Company satisfied its obligation pursuant to Section 3(d) of this Agreement to provide a sufficient number of copies of the Prospectus to the Underwriters.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar as such losses, claims, damages or liabilities arise out ofany Issuer Free Writing Prospectus, or are any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”) or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the 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 is not paid under clauses (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto); it being understood and agreed that the only such information furnished in writing by or on behalf of the several Underwriters for inclusion in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto): the last paragraph on the cover page concerning delivery of the Securities; the fifth paragraph of text under the caption “Underwriting” concerning the terms of the offering by the Underwriters through Underwriters; and the Representatives consists first and second sentences of the information described as such in tenth paragraph (b) belowof text and the third and fourth sentences under the eleventh paragraph of text under the caption “Underwriting” concerning certain stabilizing transactions by the Underwriters.

Indemnification of Underwriters. The Company Issuer and each of the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claims, damages the Prospectus (or liabilities arise out ofany amendment or supplement thereto), or are any Company 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; (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, 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; (iii) against any and all expense whatsoever, as incurred (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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or any Company Additional Written Communication, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives any Underwriter consists of the information described as such in paragraph (b) belowSection 6(b).

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act and 1934 Act, each affiliate of any Underwriter within the meaning of Rule 405 under the 1933 Act from and HRH as follows: (i) against any and all lossesloss, claimsliability, damages claim and liabilities damage (including, without limitation, any legal or other expenses reasonably incurred in connection with investigating or defending or investigating any such action liability or claim) that arise whatsoever, as incurred, arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Company Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that including the Company has filedRule 430A Information and the Company Rule 434 Information, if applicable, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any Company Preliminary Prospectus or the Company Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(e) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the Company Registration Statement (or any amendment thereto), including the Company Rule 430A Information and the Company Rule 434 Information, if applicable, or any Company Preliminary Prospectus or the Company Prospectus (or any amendment or supplement thereto); and provided, further, that the foregoing indemnity with respect to any Company Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages, or liabilities purchased Securities, or any person controlling such Underwriter, if a copy of the Company Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the Company Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 3(d) hereof. (2) HRH agrees to indemnify and hold harmless each Underwriter, 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 each affiliate of any Underwriter within the meaning of Rule 405 under the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the HRH Registration Statement (or any amendment thereto), including the HRH Rule 430A Information and the HRH Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any HRH Preliminary Prospectus or the HRH 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, it being understood in the light of the circumstances under which they were made, not misleading; (ii) against any and agreed 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 7(d) below) any such settlement is effected with the only written consent of HRH; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to HRH by the Underwriters any Underwriter through the Representatives consists expressly for use in the HRH Registration Statement (or any amendment thereto), including the HRH Rule 430A Information and the HRH Rule 434 Information, if applicable, or any HRH Preliminary Prospectus or the HRH Prospectus (or any amendment or supplement thereto); and provided, further, that the foregoing indemnity with respect to any HRH Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages, or liabilities purchased Securities, or any person controlling such Underwriter, if a copy of the information described HRH Prospectus (as then amended or supplemented if HRH shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such in paragraph Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the HRH Prospectus (bas so amended or supplemented) belowwould have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by HRH with Section 4(d) hereof.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) the Preliminary Prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claimsany Written Testing-the-Waters Communication, damages the General Disclosure Package or liabilities arise out the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offing of the Securities (“Marketing Materials”), including any road show or are investor presentation 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, 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all reasonable expense whatsoever, as incurred (including the fees and disbursements of one 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 indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating the Underwriter Information. The indemnity agreement set forth in this Section 6(a) shall be in addition to any Underwriter furnished to liabilities that the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowmay otherwise have.

Indemnification of Underwriters. The Company agrees and the Operating Partnership jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)) and its selling agents, and each person, if any, who controls such any Underwriter (as the case may be) within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, of or are based upon, upon any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be part thereof pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto430B, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out of, of or are based uponupon any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act or any road show as defined in Rule 433(h) under the 1933 Act (a “road show”), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act or any road show 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 expense whatsoever, as incurred (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 is not paid under (i) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or are based upon any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule ▇▇▇▇, ▇▇▇ ▇▇▇▇ show or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowBanks’ Information.

Indemnification of Underwriters. The Company Corporation agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto) or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Corporation; and (iii) against any and all expenses whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch, Pierce, Fenner and Smith Incorporated (▇▇▇ "Lead Underwriter"), ▇▇asona▇▇▇ ▇ncurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Corporation by such any Underwriter through the Representatives Lead Underwriter expressly for use therein, it being understood and agreed that in the only such information furnished by Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Underwriters through the Representatives consists of the information described as such in paragraph Prospectus (b) belowor any amendment or supplement thereto).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, each their affiliates, as such term is defined in Rule 501-(b) under the Securities Act (each, an “Affiliate”) and the person, if any, who controls such each Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar as such losses, claims, damages or liabilities arise out ofany Issuer Free Writing Prospectus, or are the Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph subsection (b) below.

Indemnification of Underwriters. The Company Each of the Transaction Entities, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), and the selling agents, officers and directors and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto430B, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claimsthe General Disclosure Package or the Prospectus (or any amendment or supplement thereto), damages or liabilities arise out (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or are investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened, or of any claim whatsoever based upon, 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; (iii) against any and all expense whatsoever, as incurred (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 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, it being understood and agreed that the only such information so furnished by the Underwriters through the Representatives consists of shall be the information described as such in the first paragraph under the heading “Underwriting-Commission and Expenses” and the information in the first, second, third and fourth paragraphs under the heading “Underwriting-Stabilization” in each case contained in the Prospectus (b) belowcollectively, the “Underwriter Information”).

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, each their affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”) and the person, if any, who controls such each Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed430B Information, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, except insofar as such losses, claims, damages any Issuer Free Writing Prospectus or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Credit Suisse), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives Credit Suisse expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto or any documents deemed to be incorporated by reference therein), it being understood understand and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph subsection (b) below.

Indemnification of Underwriters. The Company Depositor agrees to indemnify and hold harmless each Underwriter, the Underwriters and each person, if any, who controls such Underwriter the Underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and Act, as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Computational Materials, ABS Term Sheets or Collateral Term Sheets distributed by any Underwriter; (iii) 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d)) any such settlement is effected with the written consent of the Depositor and the Sponsor; and (iv) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the 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 is not paid under clause (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) below.untrue

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto) or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by the 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, at the time that such expense is incurred, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment or supplement thereto) or the Basic Prospectus, it being understood any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto); and agreed provided further, that the only foregoing indemnity with respect to any untrue statement or omission from a Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such information furnished by Underwriter) from whom the Underwriters through the Representatives consists person asserting such loss, liability, claim, damage or expense purchased any of the information described as Debt Securities that are the subject thereof if the Company shall sustain the burden of proving that (i) the untrue statement or omission contained in the Preliminary Prospectus (excluding documents incorporated by reference) was corrected, (ii) such in paragraph person was not sent or given a copy of the Final Prospectus (bexcluding documents incorporated by reference) belowwhich corrected the untrue statement or omission at or prior to the written confirmation of the sale of such Debt Securities to such person if required by applicable law, and (iii) the Company satisfied its obligation to provide a sufficient number of copies of the Final Prospectus to such Underwriter.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto) or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or are 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by First Union), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, -------- ------- liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives First Union expressly for use thereinin the Registration Statement (or any amendment thereto) or in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, it being understood and agreed further, that this indemnity agreement with respect to any preliminary prospectus shall not inure to the only benefit of any Underwriter from whom the person asserting any such information furnished by the Underwriters through the Representatives consists losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a copy of the information described Prospectus (as then amended or supplemented if the Company shall have furnished any such amendments or supplements thereto, but excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of such 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, if applicable) would have corrected the defect giving rise to such loss, liability, claim, damage or expense, except that this proviso shall not be applicable if such defect shall have been corrected in paragraph (b) belowa document which is incorporated or deemed to be incorporated by reference in the Prospectus.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages misleading or liabilities arise arising out ofof any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto), or are 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 18 threatened, or of any claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by you), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives you expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood and agreed that or any preliminary prospectus supplement or the only Prospectus (or any amendment or supplement thereto). The foregoing indemnity with respect to any untrue statement contained in or any omission from the Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such information furnished by Underwriter) from whom the Underwriters through the Representatives consists person asserting any such loss, liability, claim, damage or expense purchased any of the information described as Offered Securities that are the subject thereof if the Company shall sustain the burden of proving that (i) the untrue statement or omission contained in the Prospectus was corrected; (ii) such in paragraph person was not sent or given a copy of the Prospectus (bexcluding documents incorporated by reference) belowwhich corrected the untrue statement or omission at or prior to the written confirmation of the sale of such Offering Securities to such person if required by applicable law; and (iii) the Company satisfied its obligation pursuant to Section 3(f) of this Agreement to provide a sufficient number of copies of the Prospectus to the Underwriters.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise expense whatsoever arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed), or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of one counsel chosen by the Underwriters), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; and the Company shall reimburse each Underwriter and each controlling person promptly upon demand for any legal or other expenses reasonably incurred by each Underwriter and each controlling person in connection with investigating or defending or preparing to defend against any such loss, liability, claim, damage, or action under (i), (ii) or (iii) above as such lossesexpenses are incurred; provided, claimshowever, damages that this indemnity agreement shall not apply to any loss, liability, claim, damage or liabilities arise expense to the extent arising out of, or are based upon, of any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives CLS expressly for use thereinin the Registration Statement (or any amendment thereto), it being understood or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and agreed provided further that this indemnity agreement shall not apply to any loss, liability, claim, damage, or expense that results from the only such information furnished failure or alleged failure by the Underwriters through to deliver a prospectus as required by the Representatives consists 1933 Act, or to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, liability, claim, damage, or action resulted directly from the gross negligence or willful misconduct of the information described as such in paragraph (b) belowUnderwriters.

Indemnification of Underwriters. The Company agrees Fund and the Advisers, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates and agents who have, or alleged to have, participated in the distribution of the Securities, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and 1934 Act, as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment thereto), including the Rule 430A Information or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar as such losses, claims, damages the General Disclosure Package or liabilities arise out ofthe Prospectus (or any amendment or supplement thereto), or are the omission or alleged omission in any preliminary prospectus, the General Disclosure Package or the Prospectus 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, upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package, any Rule 482 Statement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its directors, its officers, its selling agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), the Prospectus, including any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required deemed to file, be a part thereof pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto430B, or any Testing-the-Waters Communication, or arise out of, or are based upon, any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, except insofar as such lossesany Issuer Free Writing Prospectus, claimsthe General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, damages or liabilities arise out with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or are 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, 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, 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; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives (subject to 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 is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any information relating to any the Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) belowInformation.

Indemnification of Underwriters. The Company agrees Offerors agree to jointly and severally indemnify and hold harmless (x) each Underwriter, (y) each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act (each such person, a "Control Person") and (z) the respective partners, directors, officers, employees and agents of each affiliate of Underwriter or any Underwriter within the meaning of Rule 405 under the Act from and Control Person as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (includingexpense whatsoever, without limitationas incurred, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement or amendment thereof, or any Preliminary Prospectus, any Statutory Prospectus (or any amendment or supplement thereto), including the ProspectusRule 430A Information and the Rule 434 Information, any “road show” as defined in Rule 433(h) under the Act, any Company information that the Company has filedif applicable, or is required to file, pursuant to Rule 433(d) under the Act, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading or arising out of any untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claimsto the extent of the aggregate amount paid in settlement of any litigation or any investigation or proceeding by any governmental agency or body, damages commenced or liabilities arise out ofthreatened, or are of any claim whatsoever based upon, upon any such untrue statement or omission or any such alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed omission; provided that the only such information furnished by the Underwriters through the Representatives consists of the information described as such in paragraph (b) below.subject to