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 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter 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, 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 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Underwriter Informationexpressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representative expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, 430A Information or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough GAF expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto), including the information set forth in Section SECTION 6(a) hereof.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 any information deemed to be a part thereof pursuant to Rule 430 Information, if applicable430B, or in any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package (or any Issuer-Represented Free Writing part thereof) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severallyUnderwriter, 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 any information deemed to be a part thereof pursuant to Rule 430B, the Rule 430 InformationGeneral Disclosure Package, if applicable, or any preliminary prospectus, the Base Issuer Free Writing Prospectus, any Prospectus Supplement, Written Testing-the-Waters Communication or the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, its directors, each officer and director of its officers the Company 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 any information deemed to be a part thereof pursuant to Rule 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus430B, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, 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, 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 430 Information, if applicable, or any preliminary prospectus, in the Base Prospectus, any Prospectus Supplementpreliminary prospectus or any other preliminary prospectus supplement relating to the Securities, the Prospectus, the General Disclosure Package or any Issuer-Represented Issuer Free Writing Prospectus (Prospectus, the information contained in the final term sheet required to be prepared and filed pursuant to Section 3(b) hereof, or in any amendment thereof or supplement thereto) thereto in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use therein.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, its each of the Company’s directors, each of its the Company’s 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 Act, Exchange 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 430 Information, if applicable430B, or in any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, agrees The Underwriters agree to indemnify and hold harmless the Company, its directors, Company and Clearway LLC and their directors or managers and each officer of its officers the Company who signed the Registration Statement, and each person, if any, who controls the Company or Clearway LLC 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 any information deemed to be a part thereof pursuant to Rule 430B, the Rule 430 InformationGeneral Disclosure Package, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, -------------------------------------------------- severally 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 430 Information, if applicable, ) or any preliminary prospectus, preliminary prospectus supplement or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by such Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, 430A Information or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough FTN expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, its CHS and their respective directors, each of its the officers of the Company 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 (aa)(1) 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 430 430A Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Xxxxxxx Sachs expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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, 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 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationexpressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 (aa)(1) 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 430 Information, if applicable, 430B Information or any preliminary prospectus, the Base ProspectusGeneral Disclosure Package, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Issuer 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 Informationthrough the Representatives expressly for use therein.

Indemnification of Company, Directors and Officers. Each U.S. Underwriter severally, and not jointly, severally 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, U.S. prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such U.S. Underwriter Informationexpressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the U.S. Prospectus (or 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) 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 any amendment thereto), including the Rule 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplementpreliminary prospectus, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of that Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, 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, 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 430 Information, if applicable, or any preliminary prospectus, in the Base Prospectus, any Prospectus Supplementpreliminary prospectus or any other preliminary prospectus supplement relating to the Securities, the Prospectus, the General Disclosure Package or any Issuer-Represented Issuer Free Writing Prospectus (Prospectus, the Disclosure Package, or in any amendment thereof or supplement thereto) thereto in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use therein.

Indemnification of Company, Directors and Officers. Each U.S. Underwriter severally, and not jointly, severally 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, U.S. prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such U.S. Underwriter Informationthrough the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the U.S. Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 Act, Exchange 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 430 Information, if applicable430B, or any preliminary prospectus, in the Base Prospectus, any Prospectus Supplementpreliminary prospectus, the any Issuer Free Writing Prospectus, the General Pricing Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of that Underwriters specifically for use therein, which information the parties hereto agree is limited to the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, 430A Information or any preliminary prospectus, the Base any Issuer Free Writing Prospectus, any Prospectus Supplement, “road show” (as defined in Rule 433 under the Prospectus, the General Disclosure Package or any Issuer-Represented 0000 Xxx) not constituting an Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, 430A Information or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto) (as specified in Section 6(e) below).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Company, its each of Company’s directors, each of its Company’s executive 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 Act, Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 8(a) of this Sectionhereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in reliance upon and in conformity with Underwriter Information in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430 Information, if applicable430B, or in any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Pricing Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 and 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 7, and with respect to such expenses, 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 430 430A Information, if applicable, or any preliminary prospectus, the Base any Issuer Free Writing Prospectus, any Prospectus SupplementWritten Testing-the-Waters Communication, the Prospectusany Road Show, the General Disclosure Package Package, or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, 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, 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 430 430B Information, if applicableany, or in any preliminary prospectus, the Base Statutory Prospectus, any Prospectus Supplement, the Issuer-Represented Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use therein.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Company, its each of the Company’s directors, each of its the Company’s executive 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 Act, Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 8(a) of this Sectionhereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in reliance upon and in conformity with the Underwriter Information in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430 Information, if applicable430B, or in any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Pricing Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information).

Indemnification of Company, Directors and Officers. Each U.S. Underwriter severally, and not jointly, severally 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 (aa)(1) 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 or supplement thereto), including the Rule 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, U.S. prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such U.S. Underwriter Informationthrough the U.S. Representatives expressly for use in the Registration Statement (or any amendment or supplement thereto) or such preliminary prospectus or the U.S. Prospectus (or 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 CompanyCompany and the Operating Partnership, 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, and any officer, director, trustee, employee or affiliate thereof, 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Underwriter Informationexpressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, its directorsOfferors, each of its the Company's directors, the Trustees, each of the Offerors' 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, each of 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 430 Information430A Information deemed to be a part thereof, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter Informationthrough Merrxxx Xxxcx xxxressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 430B Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representative expressly for use therein.

Indemnification of Company, Directors and Officers. Each -------------------------------------------------- Underwriter severally, and not jointly, severally 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 430 Information, if applicable, ) or any preliminary prospectus, Preliminary Prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough [the Representative] expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 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 any amendment thereto), including the Rule 430 Information, if applicable, ) or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Wachovia expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the CompanyCompany and the Operating Partnership, 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, and any officer, director, trustee, employee or affiliate thereof, 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or 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) 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 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplementpreliminary prospectus, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the written information furnished to the Company through the Representatives by or on behalf of that Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 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 any amendment thereto), including the Rule 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Preliminary Prospectus, the General Disclosure Package or Final Prospectus, any Issuer-Represented Issuer Free Writing Prospectus (or the information contained in the final term sheet required to be prepared and filed pursuant to Section 3(c) hereto, or any amendment or supplement thereto) , in reliance upon and in conformity with written information furnished to the Company by such Underwriter Information.through any Representative expressly for use therein. The Company acknowledges that the statements set forth

Indemnification of Company, Directors and Officers. Each Underwriter severally, and but 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 430B Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Xxxxxxx Xxxxx and JPMorgan expressly for use therein.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter Informationfor use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each International Underwriter severally, and not jointly, severally 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 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package prospectus or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such International Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or such Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, 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, 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 430 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Information.through Xxxxxx Xxxxxxx and UBS expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto)

Indemnification of Company, Directors and Officers. Each Underwriter severally, and severally but 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 430 Information, if applicable, 430B Information or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Issuer 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 Informationthrough the Representatives expressly for use therein.

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 430 Information, if applicable, 430B Information or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Issuer 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 Informationthrough the Representatives expressly for use therein.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, 430A Information or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough FPK expressly for inclusion therein.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, 430A Information or any preliminary prospectus, the Base any Issuer Free Writing Prospectus, any Prospectus Supplement, “road show” (as defined in Rule 433 under the Prospectus, the General Disclosure Package or any Issuer-Represented 1900 Xxx) not constituting an Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each U.S. Underwriter severally, and not jointly, severally 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, U.S. prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such U.S. Underwriter Informationthrough the U.S. Representative expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the U.S. Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each U.S. Underwriter severally, and not jointly, severally 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, U.S. Prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such U.S. Underwriter Informationthrough the U.S. Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the U.S. Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, ) or any preliminary prospectus, preliminary prospectus supplement or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by any Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, its directors, each of its the Operating Partnership and their respective directors and officers who signed the Registration Statement, and each person, if any, who controls the Company or the Operating Partnership 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 any information deemed to be a part thereof pursuant to Rule 430 Information430B, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 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 any amendment thereto), including the Rule 430 Information, if applicable, 430A Information or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each U.S. Underwriter severally, and not jointly, severally 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such U.S. Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the U.S. Prospectus (or 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 430 Information, if applicable, 430B Information or any preliminary prospectus, the Base Preliminary Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Underwriter Informationexpressly for use therein.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, 430B Information or any preliminary prospectus, the Base any Issuer Free Writing Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented 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 Informationthrough Xxxxxxx Xxxxx expressly for use therein.

Indemnification of Company, Directors and Officers. Each Underwriter severallyagrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its each of the Company's directors, each of its the Company's 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, 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 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Preliminary Supplemental Prospectus, the General Disclosure Package Final Supplemental Prospectus or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationexpressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Supplemental Prospectus, the Final Supplemental Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Information.through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto)

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, 430B Information or any preliminary prospectus, the Base Preliminary Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationexpressly for use therein.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by such Underwriter, through Xxxxxxx Xxxxx, expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 (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 430 Information, if applicable430B, or in any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter InformationInformation provided by it.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, ) or any preliminary prospectus, preliminary prospectus supplement or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by any Underwriter Informationthrough the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 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 any amendment thereto), including the Rule 430 Information, if applicable, or any preliminary prospectus, Preliminary Prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Information.through either Representative expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). (c)

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 430B Information, if applicable, or any preliminary prospectus, the Base Issuer Free Writing Prospectus, any Prospectus Supplement, “road show” (as defined in Rule 433 under the 1000 Xxx) not constituting an Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, 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, 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 430 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Information.through Xxxxxx Brothers or JPMorgan expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto)

Indemnification of Company, Directors and Officers. Each Underwriter 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 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus SupplementDisclosure Package, the Prospectus, the General Disclosure Package any Issuer Free Writing Prospectus, or any IssuerPermitted Testing-Represented Free Writing Prospectus the-Waters Communication (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severallyUnderwriter, 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 Statements (or any amendment thereto), including the Rule 430 Information, if applicable, or any preliminary prospectus, the Base ProspectusProspectuses, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company and the Operating Partnership, each of the Company, its 's directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company or the Operating Partnership 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 430 Information430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company or the Operating Partnership by such Underwriter Informationthrough Salomon expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, ) or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, or the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Base Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless each of the Company, the Operating Partnership, 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 (aa)(1) 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 430 Information, if applicable, 430B Information or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Bona Fide Electronic Road Show not constituting an Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use therein.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statementdirectors and officers, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 17 ______________________________________________________________________________________________________________ 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 430 Information, if applicable, ) or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 including, without limitation, the Rule 430 Information, if applicable, 430B Information or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use therein.

Indemnification of Company, Directors and Officers. Each Underwriter severally, 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, 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 un- true statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430 Information, if applicable, ) or any preliminary prospectus, Preliminary Prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each U.S. Underwriter severally, and not jointly, severally 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 (aa)(1) 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, U.S. prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such U.S. Underwriter Informationthrough the U.S. Representative(s) expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the U.S. Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, The Purchasing -------------------------------------------------- Agent severally 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, Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 8(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 Rule 430 Information, if applicable, ) or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by the Purchasing Agent expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, its directors, each person named as a prospective director of the Company in the Registration Statement, 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 Act, Exchange 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 to, arising out of or based on 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 430 Information, if applicable430B, or in any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Pricing Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, its each Initial Guarantor, their respective directors, each of its their officers who signed the Registration Statement, and each person, if any, who controls the Company or any Initial Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, Act against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense expenses 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), including the Rule 430 Information430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Merrill Lynch expressly fox xxx xn xxx Xegistration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Merrill Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 Sectionexpense, 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Merrxxx Xxxcx xxxressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 (aa)(1) 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 430 430B Information, if applicable, or any preliminary prospectus, the Base Preliminary Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented 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 Informationthrough Citigroup Global Markets Inc. expressly for use therein.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, its directors, Company and Yield LLC and their directors or managers and each officer of its officers the Company who signed the Registration Statement, and each person, if any, who controls the Company or Yield LLC 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 any information deemed to be a part thereof pursuant to Rule 430B, the Rule 430 InformationGeneral Disclosure Package, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each U.S. -------------------------------------------------- Underwriter severally, and not jointly, severally 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 or supplement thereto), including the Rule 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, U.S. prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such U.S. Underwriter Informationthrough the U.S. Representatives expressly for use in the Registration Statement (or any amendment or supplement thereto) or such preliminary prospectus or the U.S. Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, ) or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Banc of America and Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severallyUnderwriter, 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 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Merrxxx Xxxcx xxxressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each U.S. Underwriter severally, and not jointly, severally 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) (1) 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, U.S. prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such U.S. Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the U.S. Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, 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, 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 430 Information, if applicable, ) or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Mxxxxxx Lxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, The Placement Agent agrees to indemnify and hold harmless the CompanyCompany and the Operating Partnership, 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, and any officer, director, trustee, employee or affiliate thereof, 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by the Placement Agent expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, -------------------------------------------------- severally 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 430 Information, if applicable, ) or any preliminary prospectus, preliminary prospectus supplement or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by any Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the LLC and the Company, its managers and directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the LLC or 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Merrxxx Xxxcx xxxressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each U.S. Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, its CHS and their respective directors, each of its the officers of the Company 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 (aa)(1) 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 430 430A Information, if applicable, or any preliminary prospectus, U.S. prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such U.S. Underwriter Informationthrough the U.S. Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the U.S. Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally agrees to indemnify and hold harmless the Company, its each Guarantor, their respective directors, each officer of its officers the Company or any Guarantor who signed the Registration Statement, and each person, if any, who controls the Company or any Guarantor 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 430 Information, if applicable, 430B Information or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Issuer 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 Informationthrough Mxxxxxx Lxxxx expressly for use therein.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 Act, Exchange 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 to, arising out of or based on 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 430 Information, if applicable430B, or in any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Issuer Free Writing Prospectus, the General Pricing Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company any and all amounts paid in settlement of any claim or litigation.

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 430 Information, if applicable, ) or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Mxxxxxx Lxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each U.S. Underwriter severally, and not jointly, severally 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) (1) 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 430 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, U.S. prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such U.S. Underwriter Informationthrough the U.S. Representatives expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the U.S. Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 14 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 430 Information, if applicable, or any preliminary prospectus, Preliminary Prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationexpressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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(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 any information deemed to be a part thereof pursuant to Rule 430B, the Rule 430 InformationGeneral Disclosure Package, if applicable, or any preliminary prospectus, the Base Issuer Free Writing Prospectus, any Prospectus Supplement, Written Testing-the-Waters Communication or the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter severallyagrees, 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 (aa)(1) 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 430 Information, if applicable, ) or any preliminary prospectus, prospectus or the Base Prospectus, any Prospectus Supplement, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Underwriters expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally, and not jointly, severally 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 any information deemed to be a part thereof pursuant to Rule 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplement, the Prospectus430B, the General Disclosure Package or any Issuer-Represented Free Writing the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with 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 430 Information, if applicable, or any preliminary prospectus, the Base Prospectus, any Prospectus Supplementpreliminary prospectus, the Prospectus, the General Disclosure Package or any Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the written information furnished to the Company through the Representative by or on behalf of that Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter Information.