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, or any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer 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 through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing 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 omissionsomissions of a material fact, or alleged untrue statements or omissionsomissions of a material fact, made in the Registration Statement, Statement (or any amendment thereto), or any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, any Company Additional Written Communication or any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus), the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, any Company Additional Written Communication 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 SectionSection 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectus, in the General Disclosure Package, any preliminary prospectus, the Prospectus or any Issuer 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 through the Representatives expressly for use in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, or such Preliminary Prospectus, in the General Disclosure Package, such preliminary prospectus, the Prospectus or any such Issuer Free Writing 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 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, Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer 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 through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter severally and but not jointly agrees to indemnify indemnify, defend 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, Statement (or any amendment thereto), including the Rule 430 Information, or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any 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 through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)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 SectionSection 7, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, or any Preliminary Prospectus, the Disclosure Package, the Issuer-Represented Free Writing Prospectus or any Issuer 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 through any of the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the or any Issuer-Represented Free Writing Prospectus or any Issuer Free Writing 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 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (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, Statement (or any amendment thereto), including the Rule 430B Information or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing 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, Statement (or any amendment thereto), or in the Base Prospectus, any Preliminary preliminary prospectus or any other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (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 through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)therein.

Indemnification of Company, Directors and Officers. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the CompanyCompany and the Guarantor, its their directors, each of its their officers who signed the Registration Statement, and each person, if any, who controls the Company and the Guarantor 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, Statement (or any amendment thereto), including any preliminary prospectus or any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company or the Guarantor by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer Free Writing 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, the Operating Partnership 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, Statement (or any amendment thereto), including the Rule 430B Information or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any 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 through the Representatives expressly for use in therein. It being understood and agreed that the Registration Statement (or only such information furnished by any amendment thereto) or such Preliminary ProspectusUnderwriter consists of the second, third and fourth paragraphs under the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)caption “Underwriting—Stabilization and Short Positions.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430A Information or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any 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 through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the concession and reallowance figures appearing in the Registration Statement (or any amendment thereto) or such Preliminary Prospectusthird paragraph and the information in the twelfth, thirteenth and fourteenth paragraphs under the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)caption “Underwriting.”

Indemnification of Company, Directors and Officers. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed 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, Statement (or any amendment thereto), including the Rule 430 Information or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use inclusion therein, it being understood and agreed upon that the only such information furnished by any Underwriter through the Representatives consists of the information in the Registration Statement (or any amendment theretoSection 6(e) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)hereof.

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, Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectus, in the General Disclosure Package, any preliminary prospectus, the Prospectus or any Issuer 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 through the Representatives you expressly for use in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, or such Preliminary Prospectus, in the General Disclosure Package, such preliminary prospectus, the Prospectus or any such Issuer Free Writing 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 Statementofficers, 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, Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer 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 through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer Free Writing 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 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, Statement (or any amendment thereto), including the Rule 430B Information or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, including the Term Sheet, or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, : the Disclosure Package, information appearing in the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)fifth paragraph under the caption “Underwriting”.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 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 (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, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or any Preliminary in the Base Prospectus, the Disclosure Packageany preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly Representative by or on behalf of that Underwriters specifically for use in therein, which information the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, parties hereto agree is limited to the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)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 SectionSection 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430 Information, if applicable, or the Base Prospectus, any Preliminary preliminary prospectus, the Prospectus, the General Disclosure Package, the Prospectus Package or any Issuer 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 through the Representatives expressly by or on behalf of that Underwriter specifically for use in therein, which information the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, parties hereto agree is limited to the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)Underwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430A Information or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any 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 through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, paragraph under the Disclosure Package, heading “Underwriting—Commissions and Discounts,” the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)information in the first paragraph under the heading “Underwriting—Short Positions” and the information under the heading “Underwriting—Electronic Distribution”.

Indemnification of Company, Directors and Officers. Each -------------------------------------------------- Underwriter and the Independent 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, Statement (or any amendment thereto, ) or any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer 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 through the Representatives or by the Independent Underwriter, as the case may be, expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing 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 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, Statement (or any amendment thereto), including the Rule 430A Information, or any Preliminary Prospectus, in the General Disclosure Package, any preliminary prospectus, the Prospectus or any Issuer 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 through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto) ), including the Rule 430A Information, or such Preliminary Prospectus, in the General Disclosure Package, such preliminary prospectus, the Prospectus or any such Issuer Free Writing Prospectus (or any amendment or supplement thereto). For purposes of this Agreement, the only information so furnished shall be 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 SectionSection 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectus, in the General Disclosure Package, any preliminary prospectus, the Prospectus or any Issuer 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 through the Representatives expressly for use in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, or such Preliminary Prospectus, in the General Disclosure Package, such preliminary prospectus, the Prospectus or any such Issuer Free Writing Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only information so furnished is 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, Statement (or any amendment thereto), including the Rule 430B Information, if applicable, or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the or any Issuer-Represented Free Writing Prospectus or any Issuer 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 through the Representatives Xxxxx Xxxxxxxx expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the or any Issuer-Represented Free Writing Prospectus or any Issuer Free Writing the 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 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 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, Statement (or any amendment thereto), or any Preliminary Supplemented Prospectus, the Disclosure Package, the Final Supplemented Prospectus or any Issuer 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 the Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Supplemented Prospectus, the Disclosure Package, the Final Supplemented Prospectus or any Issuer Free Writing 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, Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company or special counsel to the Company by such Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto), and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending such loss, liability, claim, damage, expense or action as such expenses are incurred.

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 SectionSection 6.01, as incurred, but only with respect to the extent such loss, liability, claim, damage and expense arises out of or is based upon untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished the Underwriter Information, PROVIDED, HOWEVER, that in no case shall the Underwriter be liable or responsible for any amount in excess of the underwriting discount applicable to the Company Underwritten Securities purchased by such the Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)hereunder.

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 Exchange 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, Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written the following information furnished to the Company by such Underwriter through the Representatives expressly for use therein: the information under the heading “Underwriting–Commissions and Discounts,” the information in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, first and second paragraphs under the Disclosure Package, heading “Underwriting–Price Stabilization; Short Positions,” the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)information under the heading “Passive Market Making,” and the information under the heading “Underwriting–Electronic Distribution”.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430B Information or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any 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 through any of the Representatives expressly for use therein. The parties hereto agree that such written information consists of the first full paragraph under the caption "Underwriting--Commissions and Discounts" in the Registration Statement (or any amendment thereto) or such Preliminary final Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing 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 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, Statement (or any amendment thereto), including the Rule 430B Information or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing 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 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, Statement (or any amendment thereto) or the Basic Prospectus, or any Preliminary Prospectus, the General Disclosure Package, Package or the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such that Underwriter through the Representatives expressly for use inclusion therein, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the information in the Registration Statement (or any amendment theretoSection 6(e) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)hereof.

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, Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer 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 through the Representatives [________________] expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer Free Writing 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 (i) untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430A Information deemed to be a part thereof, if applicable, or any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such or on behalf of the Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)) and (ii) any such loss, liability, claim, damage and expense attributed to any failure by the Underwriter to comply with Section 10(a) hereof.

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 SectionSection 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectus, in the General Disclosure Package, any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, or such Preliminary Prospectus, in the General Disclosure Package, such preliminary prospectus, the Prospectus or any such Issuer Free Writing 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 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 (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, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Underwriter Information; and will reimburse the Company by such Underwriter through the Representatives expressly for use any and all amounts paid in the Registration Statement (settlement of any claim or any amendment thereto) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)litigation.

Indemnification of Company, Directors and Officers. Each U.S. 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, Statement (or any amendment thereto), including the Rule 434 Information, if applicable, or any Preliminary Prospectus, the Disclosure Package, the Prospectus preliminary prospectus or any Issuer Free Writing 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 through the U.S. Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, the Disclosure Package, the Prospectus preliminary prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter agrees, severally and not jointly agrees jointly, 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 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, Statement (or any amendment thereto), or any Preliminary Supplemental Prospectus, the Disclosure Package, the Final Supplemental Prospectus or any Issuer 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 through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Supplemental Prospectus, the Disclosure Package, the Final Supplemental Prospectus or any Issuer Free Writing the Prospectus (or any amendment or supplement thereto).

Indemnification of Company, Directors and Officers. Each Underwriter Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, the Manager 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, Statement (or any amendment thereto), including the Rule 430B Information or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any 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 through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, first paragraph under the Disclosure Package, heading "Underwriting—Short Positions" and the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)information under the heading "Underwriting—Electronic Distribution".

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Exchange 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, Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written the following information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein: the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, first and second paragraphs under the Disclosure Package, heading “Underwriting–Price Stabilization and Short Positions,” and the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)information under the heading “Underwriting–Electronic Distribution.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430A Information or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any 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 through the Representatives expressly for use therein. It being understood and agreed that the only such information furnished by any Underwriter consists of the concession and reallowance figures appearing in the Registration Statement (or any amendment thereto) or such Preliminary Prospectusthird paragraph and the information in the thirteenth, fourteenth and fifteenth paragraphs under the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)caption “Underwriting.”

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430A Information, or any Preliminary Statutory Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) ), or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Xxxxxxx Xxxxx or Xxxxxx Brothers Inc. expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary any Statutory Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing 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, or any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer 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 through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing 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, Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer 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 through the Representatives CIBC expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto), and will reimburse the Company, its directors, officers and controlling persons, as the case may be, for any legal or other expenses reasonably incurred in connection with the investigating or defending any such action or claim as such expenses are incurred.

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, Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectus, in the General Disclosure Package, any preliminary prospectus, the Prospectus or any Issuer 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 through the Representatives expressly for use in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, or such Preliminary Prospectus, in the General Disclosure Package, such preliminary prospectus, the Prospectus or any such Issuer Free Writing 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, Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectus, in the General Disclosure Package, any preliminary prospectus, the Prospectus or any Issuer 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 through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, or such Preliminary Prospectus, in the General Disclosure Package, such preliminary prospectus, the Prospectus or any such Issuer Free Writing 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 Exchange 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, Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written the following information furnished to the Company by such the Underwriter through the Representatives expressly for use therein: the information under the heading “Underwriting–Commissions and Discounts,” the information in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, first and second paragraphs under the Disclosure Package, heading “Underwriting–Short Positions,” the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)information under the heading “Passive Market Making,” and the information under the heading “Underwriting–Electronic Distribution”.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer 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 through the Representatives [Lead Underwriter] expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer Free Writing 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, Statement (or any amendment thereto), including the Rule 430B Information, if any, or in any Preliminary preliminary prospectus, the Statutory Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package, Package or the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Underwriter Information. The Underwriters shall reimburse the Company and each such director, officer, or controlling person promptly after receiving written notice relating to any legal or other expenses reasonably incurred by the Company or its director, officer, or controlling person in connection with investigating or defending or preparing to defend against any such Underwriter through the Representatives expressly for use in the Registration Statement (loss, claim, damage, liability or any amendment thereto) or action as such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)expenses are incurred.

Indemnification of Company, Directors and Officers. Each Underwriter agrees, severally and not jointly agrees jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, Statement (or any amendment thereto), including the Rule 430A Information or any Preliminary Prospectuspreliminary prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use inclusion therein, it being understood and agreed upon that the only such information furnished by any Underwriter through the Representatives consists of the information in the Registration Statement (or any amendment theretoSection 6(e) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)hereof.

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, Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, preliminary prospectus or the Disclosure Package, the Prospectus or any Issuer Free Writing 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 Exchange 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, Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written the following information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein: the information under the heading “Underwriting–Commissions and Discounts,” the information in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, first and second paragraphs under the Disclosure Package, heading “Underwriting–Price Stabilization; Short Positions,” the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)information under the heading “Passive Market Making,” and the information under the heading “Underwriting–Electronic Distribution”.

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Exchange 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, Statement (or any amendment thereto), including the Rule 430B Information, or any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written the following information furnished to the Company by such Underwriter through the Representatives expressly for use therein: the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, first and second paragraphs under the Disclosure Package, heading “Underwriting–Price Stabilization and Short Positions,” the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)information under the heading “Passive Market Making,” and the information under the heading “Underwriting–Electronic Distribution”.