Common use of Indemnification of Company, Directors and Officers Clause in Contracts

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus relating to the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained in the General Disclosure Package and the Prospectus.

Indemnification of Company, Directors and Officers. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to the Securitiesprospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained following information in the General Disclosure Package and the ProspectusProspectus furnished on behalf of each Underwriter: the third paragraph of text under the caption “Underwriting” and (b) the three paragraphs of text under the subcaption “Price Stabilization and Short Positions” under the caption “Underwriting.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B 430A Information, or any preliminary prospectus relating to the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The Company acknowledges that, it being understood and agreed upon that for all purposes of this Agreement, the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover amounts of the General Disclosure Package selling concession and the Prospectus, and (y) third, eighth and ninth paragraphs reallowance set forth under the heading “"Underwriting” " contained in the General Disclosure Package and Prospectus constitute the Prospectusonly information relating to any Underwriter furnished in writing to the Company expressly for inclusion in the preliminary prospectus, the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to the Securitiesprospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained following information in the General Disclosure Package and the ProspectusProspectus furnished on behalf of each Underwriter: (a) the third paragraph of text under the caption “Underwriting” and (b) the three paragraphs under the subcaption “Price Stabilization and Short Positions” under the caption “Underwriting.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus relating to the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained in the General Disclosure Package and the Prospectus.

Indemnification of Company, Directors and Officers. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to the Securitiesprospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained following information in the General Disclosure Package and the ProspectusProspectus furnished on behalf of each Underwriter: (a) the second through fourth sentences of the third paragraph of text under the caption “Underwriting”; (b) the sixth sentence of the fifth paragraph of text under the caption “Underwriting”; and (c) the eighth, ninth and tenth paragraphs of text under the caption “Underwriting.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each officer of its officers the Company who signed the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this SectionSection 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or Statement, any amendment thereto), including the Rule 430B Information, or any preliminary prospectus relating to the SecuritiesPreliminary Prospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written the Underwriter Content. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of Preliminary Prospectus, the General Disclosure Package and or the Prospectus, and (y) third, eighth and ninth paragraphs Prospectus are the statements set forth under the heading caption “Underwriting” contained in such documents as follows: the information in the General Disclosure Package first sentence of paragraph 7 (relating to selling concessions) and the Prospectusfirst sentence of paragraph 15 and the last two sentences of paragraph 16 (relating to stabilizing) and paragraph 20 (relating to electronic distribution) under the caption “Underwriting” (collectively, the “Underwriter Content”).

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including or the Rule 430B InformationBase Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus or any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter through the Representatives consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General following information in the Disclosure Package and the Final Prospectus, and (y) third, eighth and ninth paragraphs : the information regarding the delivery of the Securities appearing in the sixth paragraph of the cover page; the fourth paragraph under the heading caption “Underwriting” contained ”; the statement of market making with respect to the Underwriters in the General Disclosure Package third sentence of the eighth paragraph under the caption “Underwriting”; and the Prospectusdescription of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting.”

Indemnification of Company, Directors and Officers. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed sign the Registration Statement, Statement and each person, if any, who controls any person controlling the Company within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any to the same extent as the foregoing indemnity and all loss, liability, claim, damage and expense described in reimbursement obligation from the indemnity contained in subsection (a) of this Section, as incurredCompany to each Underwriter, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, omissions or alleged omissions made in the Registration Statement (Statement, any Statutory Prospectus, the Prospectus, the General Disclosure Package or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus relating to the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter the Underwriters through the Representatives Representative expressly for use therein, it being understood and agreed upon . The Company acknowledges that the only such information furnished by any Underwriter consists solely statements set forth in the last paragraph of the cover page of the Prospectus regarding delivery of the Notes and, under the caption “Underwriting (xConflicts of Interest),” (i) the names of such Underwriter as presented on concession and reallowance figures appearing in the front and back cover of third paragraph, (ii) the General Disclosure Package and the Prospectusseventh paragraph, and (yiii) third, eighth and ninth paragraphs under the heading “Underwriting” contained third sentence in the General Disclosure Package and eighth paragraph related to market making activities, in the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for use in the Registration Statement, any Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus. This indemnity agreement will be in addition to any liability which the Underwriters may otherwise have.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to prospectus, the SecuritiesStatutory Prospectus, any Issuer Issuer-Represented Free Writing Prospectus, Permitted Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus, it being understood and agreed upon that the only such information furnished by Statutory Prospectus, any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of Issuer-Represented Free Writing Prospectus, the General Disclosure Package and or the Prospectus, and Prospectus (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained in the General Disclosure Package and the Prospectusor any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter Agent agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, each of its directors and officers who signed the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section, as incurredabove, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in reliance upon and in conformity with any information relating to such Agent furnished to the Company in writing by such Agent expressly for use in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430B Information430B, or any preliminary prospectus relating to the Securities, in any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein), it being understood and agreed upon that the only no such information has been furnished by any Underwriter consists solely of Agent for use in the Registration Statement (xor any amendment thereto) the names of such Underwriter as presented on the front and back cover of or in any Issuer Free Writing Prospectus, the General Disclosure Package and or the Prospectus, and Prospectus (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained in the General Disclosure Package and the Prospectusor any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a‎(a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including or the Rule 430B InformationBase Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus or any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter through the Representatives consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General following information in the Disclosure Package and the Final Prospectus, and (y) third, eighth and ninth paragraphs : the information regarding the delivery of the Securities appearing in the sixth paragraph of the cover page; the fourth paragraph under the heading caption “Underwriting” contained ”; the statement of market making with respect to the Underwriters in the General Disclosure Package third sentence of the eighth paragraph under the caption “Underwriting”; and the Prospectusdescription of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to the Securitiesprospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) set forth in the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs statements set forth under the heading caption “Underwriting” contained in the General Disclosure Package Statutory Prospectus and Prospectus as follows: paragraph five relating to commissions and discounts, the Prospectussecond sentence of paragraph 13, the first, second fourth and fifth sentences of paragraph 14 relating to price stabilization, and paragraph 17 constitutes all of such information (the “Underwriter Information”).

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus relating to the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives [Underwriter] expressly for use therein, it being understood and agreed upon that in the only Registration Statement (or any amendment thereto) or such information furnished by preliminary prospectus or the Prospectus (or any Underwriter consists solely of (x) amendment or supplement thereto). In case any action shall be brought against the names of such Underwriter as presented Company or any person so indemnified based on the front and back cover of the General Disclosure Package and Registration Statement, such preliminary prospectus or the Prospectus, or any amendment or supplement thereto and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each person so indemnified shall have the rights and duties given to the Underwriters by the provisions of Section 6(a) and (yb) third, eighth and ninth paragraphs under the heading “Underwriting” contained in the General Disclosure Package and the Prospectushereof.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to prospectus, the SecuritiesStatutory Prospectus, any Issuer Issuer-Represented Free Writing Prospectus, Permitted Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus, it being understood the Statutory Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided, further, that the Company and agreed upon the Underwriters hereby acknowledge and agree that the only such information furnished by that any Underwriter has furnished to the Company consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained in the General Disclosure Package and the ProspectusUnderwriters’ Information.

Indemnification of Company, Directors and Officers. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information430A Information deemed to be a part thereof, or any the preliminary prospectus relating to the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through the Representatives expressly for use therein, it being understood and agreed upon in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). This indemnity agreement will be in addition to any liability which the Underwriter may otherwise have. The Company acknowledges that the only such information furnished by any Underwriter consists solely of (x) statements set forth in the names of such Underwriter as presented on the front and back cover last paragraph of the General Disclosure Package cover page regarding delivery of the Notes and in the Prospectus, third and (y) third, eighth and ninth fourth paragraphs under the heading “"Underwriting” contained " in the General Disclosure Package preliminary prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the Underwriter for inclusion in the preliminary prospectus or the Prospectus.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to the Securitiesprospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus including the Term Sheet, or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and following information in the Prospectus: the information in the sixth, fourteenth and (y) third, eighth fifteenth paragraphs and ninth paragraphs in the last sentence of the nineteenth paragraph under the heading caption “Underwriting” contained in the General Disclosure Package and the Prospectus.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity indemnities contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B 430A Information, or any preliminary prospectus relating to the SecuritiesStatutory Prospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood . The parties hereto understand and agreed upon agree that the only such information concerning such Underwriter furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures and sales to discretionary accounts appearing in the Prospectus, and (y) third, eighth and ninth paragraphs first paragraph under the heading “Underwriting—Commissions and Discounts,” the information contained in the General Disclosure Package first paragraph under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” discussing possible stabilization measures and the information contained in the second paragraph under the heading “Underwriting—Electronic Prospectus.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity indemnities contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B 430A Information, or any preliminary prospectus relating to the SecuritiesStatutory Prospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood . The parties hereto understand and agreed upon agree that the only such information concerning such Underwriter furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the eleventh paragraph and the Prospectus, and (y) third, eighth and ninth paragraphs last two sentences of the twelfth paragraph under the heading “Underwriting” contained discussing possible stabilization measures and the addresses of the Representatives appearing in the General Disclosure Package and fifteenth paragraph under the Prospectusheading “Underwriting.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to the Securitiesprospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus including the Term Sheet, General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and following information in the Prospectus, and (y) third, eighth and ninth paragraphs : the information in the fourth paragraph under the heading caption “Underwriting” contained in the General Disclosure Package and the Prospectus”.

Indemnification of Company, Directors and Officers. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, 430 Information or any preliminary prospectus relating to the Securitiesprospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus the General Disclosure Package, Supplemental Marketing Material or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use inclusion therein, it being understood and agreed upon that the only such information furnished by any Underwriter through the Representatives consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (yinformation in Section 6(e) third, eighth and ninth paragraphs under the heading “Underwriting” contained in the General Disclosure Package and the Prospectushereof.

Indemnification of Company, Directors and Officers. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 7(a) of this Sectionhereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430B Information430B, or any preliminary prospectus relating to in the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written the information furnished to the Company by the Representative on behalf of such Underwriter through the Representatives in writing expressly for use therein, it being understood and agreed upon that the only such information furnished by the Representative on behalf of any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and statements set forth in the Prospectus, and (y) third, eighth and ninth paragraphs under the heading headings “Underwriting--Discretionary Accounts,” contained “--Stabilization,” and “--Electronic Offer, Sale and Distribution of Securities” in the General Disclosure Package and the Prospectus.

Indemnification of Company, Directors and Officers. Each Underwriter Agent and Forward Purchaser, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 9(a) of this Sectionhereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430B Information430B, or any preliminary prospectus relating to in the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written the information furnished to the Company by such Underwriter through the Representatives Agent in writing expressly for use therein, it being understood and agreed upon . The Company acknowledges that the statements set forth (i) the first sentence of the fifth paragraph under “Plan of Distribution (Conflicts of Interest)” and (ii) the tenth and eleventh paragraphs of text under “Plan of Distribution (Conflicts of Interest)” in the Prospectus constitute the only such information furnished in writing by any Underwriter consists solely of (x) the names of such Underwriter as presented or on the front and back cover behalf of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained several Agents for inclusion in the General Disclosure Package and the Prospectus or any Issuer Free Writing Prospectus.

Indemnification of Company, Directors and Officers. Each Underwriter International Manager severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B 430A Information and the Rule 434 Information, if applicable, or any preliminary international prospectus relating to the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the International Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter International Manager through the Representatives Lead Managers expressly for use therein, it being understood in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the International Prospectus (or any amendment or supplement thereto). The Company and agreed upon the Operating Partnership acknowledge that the only such information furnished by any Underwriter consists solely of (x) statements set forth in the names of such Underwriter as presented on the front and back cover last paragraph of the General Disclosure Package cover page and in the Prospectussecond, fifth and (y) third, eighth and ninth eleventh through fourteenth paragraphs under the heading “caption "Underwriting” contained " in the General Disclosure Package and Prospectus constitute the Prospectusonly information furnished in writing by or on behalf of any Underwriter expressly for use in the Registration Statement relating to the Securities as originally filed or in any amendment thereof, related preliminary prospectus or the Prospectuses or in any amendment thereof or supplement thereto, as the case may be.

Indemnification of Company, Directors and Officers. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless Parent, the Company, its their respective directors, each of its their respective officers who signed the Registration Statement, and each person, if any, who controls Parent or the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to the Securitiesprospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained following information in the General Disclosure Package and the ProspectusProspectus furnished on behalf of each Underwriter: (a) the second through fourth sentences of the third paragraph of text under the caption “Underwriting”; (b) the fifth sentence of the fifth paragraph of text under the caption “Underwriting”; and (c) the sixth, seventh and eighth paragraphs of text under the caption “Underwriting.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B 430A Information, if applicable, or any preliminary prospectus relating to the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Underwriter through the Representatives consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs fifth paragraph under the heading caption “Underwriting” contained in of the General Disclosure Package prospectus supplement concerning concessions and discounts, and the Prospectuseleventh paragraph under the caption “Underwriting” of the prospectus supplement concerning price stabilization.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to the Securitiesprospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) ), in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such which information furnished by any Underwriter consists solely of of: (xi) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the ProspectusUnderwriters, and (yii) third, eighth and ninth paragraphs the following information contained in the Prospectus under the caption “Underwriting”: (A) the information regarding dealer compensation in the first paragraph under the heading “UnderwritingCommissions and Discounts,” contained in (B) the General Disclosure Package second sentence of the first paragraph, the second paragraph and the Prospectusfirst sentence of the third paragraph, each under the heading “Price Stabilization, Short Positions” and (C) and the paragraph under the heading “Electronic Offer, Sale and Distribution of Shares”.

Indemnification of Company, Directors and Officers. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to the Securitiesprospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained following information in the General Disclosure Package and the ProspectusProspectus furnished on behalf of each Underwriter: (a) the second through fourth sentences of the third paragraph of text under the caption “Underwriting”; (b) the third sentence of the fifth paragraph of text under the caption “Underwriting”; and (c) the eighth, ninth, tenth and twelfth paragraphs of text under the caption “Underwriting”.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, ) or any preliminary prospectus relating to the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company or its counsel by such Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of the General Disclosure Package following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the first paragraph and the Prospectus, following table under the caption "Underwriting"; the concession and (y) third, eighth reallowance figures appearing in the seventh paragraph under the caption "Underwriting"; and the information contained in the ninth and tenth paragraphs under the heading “caption "Underwriting” contained in the General Disclosure Package and the Prospectus".

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this SectionSection 6(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto)Statement, including the Rule 430B Information, or any amendment thereto, or in any preliminary prospectus relating to prospectus, the SecuritiesStatutory Prospectus, any Issuer Issuer-Represented Free Writing Prospectus, Permitted Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) , in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Xxxxx Xxxxxxxx expressly for use therein, ; it being understood that the parties acknowledge and agreed upon agree that the only such written information that the Underwriters have furnished by any Underwriter consists solely of (x) to the names of such Underwriter as presented on Company specifically for inclusion therein is the front concession and back cover of reallowance figures appearing in the General Disclosure Package and Prospectus in the Prospectus, and (y) third, eighth and ninth paragraphs under the heading section entitled “Underwriting” contained in the General Disclosure Package and the Prospectusinformation contained under the caption “Underwriting — Price Stabilization, Short Positions and Passive Market Making.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, 430A Information or any preliminary prospectus relating (delivered to the SecuritiesUnderwriters for use in connection with the offering contemplated by this Agreement), Disclosure Package, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon . The Company hereby acknowledges that the only such information that the Underwriters have furnished by to the Company expressly for use in the Registration Statement (or any Underwriter consists solely of amendment thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (xor any amendment or supplement thereto) are the names of such Underwriter as presented on the front and back cover of the General Disclosure Package and the Prospectus, and (y) third, eighth and ninth paragraphs statements set forth under the heading caption “Underwriting” contained in the General Disclosure Package Statutory Prospectus and the ProspectusProspectus as follows: paragraph three relating to commissions and discounts, paragraphs 14, 15 and 16 relating to price stabilization and paragraph 19 relating to electronic distribution.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to prospectus, the SecuritiesStatutory Prospectus, any Issuer Issuer-Represented Free Writing Prospectus, Permitted Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus, it being understood and agreed upon that the only such information furnished by Statutory Prospectus, any Underwriter consists solely of (x) the names of such Underwriter as presented on the front and back cover of Issuer-Represented Free Writing Prospectus, the General Disclosure Package and or the Prospectus, and Prospectus (y) third, eighth and ninth paragraphs under the heading “Underwriting” contained in the General Disclosure Package and the Prospectusor any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each The Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B 434 Information, if applicable, or any preliminary prospectus relating to the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through the Representatives expressly for use therein, it being understood and agreed upon in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The Company acknowledges that the only such information furnished by any Underwriter consists solely second sentence of (x) the names of such Underwriter as presented fifth paragraph on the front cover page and back the statements set forth in the last paragraph on the cover page regarding delivery of the General Disclosure Package Securities and the Prospectus, and (y) third, eighth and ninth paragraphs under the heading “"Underwriting” contained ", (i) the sentences related to concessions and reallowances, (ii) the paragraph related to stabilization, syndicate covering transactions and penalty bids and (iii) the first sentence of the fourth paragraph, in the General Disclosure Package and Prospectus constitute the only information furnished in writing by or on behalf of the Underwriter for inclusion in the Prospectus.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus relating to the Securities, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed upon . The Company agrees with the Underwriters that the only such information furnished by any Underwriter consists solely of (xi) in the names of such Underwriter as presented on first paragraph under the front caption “Underwriting—Commissions and back cover of the General Disclosure Package and Discounts” in the Prospectus, and (yii) third, eighth and ninth paragraphs under the heading caption “Underwriting—Electronic Offer, Sale and Distribution of Shares” contained in the General Disclosure Package and Prospectus, constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement, the preliminary prospectus or the Prospectus.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Sectionabove, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, Information or any preliminary prospectus relating to the Securitiesprospectus, any Issuer Free Writing Prospectus, Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter through the Representatives consists solely of the following information in the Prospectus: (xi) the names list of such Underwriter as presented on Underwriters and their respective participation in the front and back cover sale of the General Disclosure Package and the Prospectus, Securities and (yii) thirdthe paragraphs related to stabilization, eighth syndicate covering transactions and ninth paragraphs penalty bids, all under the heading caption “Underwriting” contained in ”; provided, however, that the General Disclosure Package and obligation of each Underwriter to indemnify the ProspectusCompany (including any controlling person, director or officer thereof) shall be limited to the net proceeds received by the Company from such Underwriter.