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

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser severally and not jointly agree 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 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 the Manager expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager Information”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package 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 Manager Representatives expressly for use therein. The Company hereby acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that any Underwriter has furnished in writing by or on behalf of to the Manager Company expressly for inclusion use in the Registration Statement (or any amendment thereto) or ), any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements in the Prospectus set forth (i) in the table following the first paragraph under the caption “Underwriting,” (ii) in the first and last paragraphs under the caption “Underwriting—Discounts and Commissions,” (iii) under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and (iv) under the caption “Underwriting—Electronic Offer, Sale and Distribution of Shares” (collectively, the “Manager Underwriters’ Information”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser severally Each Underwriter severally, and not jointly agree jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, the Canadian Preliminary Base Shelf Prospectus and the Canadian Final Base Shelf Prospectus, 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) or ), the Preliminary Prospectuses, the Final Prospectuses, any Issuer Free Writing Prospectus, the General Disclosure Package Package, or the Prospectus any Supplementary Material (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company hereby acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that the Underwriters, through the Representatives, have furnished in writing by or on behalf of to the Manager Company expressly for inclusion use in the Registration Statement (or any amendment thereto) or ), the Preliminary Prospectuses, the Final Prospectuses, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (Package, or any amendment or supplement thereto) (Supplementary Material as at the date hereof are the statements concerning market-making and stabilization set forth in the eighth and ninth paragraphs under the caption “Manager Information”)Underwriting” in the Preliminary Prospectuses and the Final Prospectuses.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 6(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 any information deemed to be a part thereof pursuant to Rule 430B, or any Issuer Free Writing Prospectus, in 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 the Manager expressly for use thereinUnderwriter Information. The Company hereby acknowledges that (ithe only Underwriter Information is: A) the names of such Underwriter as presented on the front and back cover of the preliminary prospectus and the Prospectus and (B) the following statements set forth under the caption “Underwriting,” each as set forth in the fifth sentence of preliminary prospectus and the Prospectus: the first paragraph under the caption “Plan Underwriting—Commissions and Discounts” concerning the terms of Distributionoffering, including the concession and reallowance to certain dealers, by the Underwriters; the third and fourth sentences of the paragraph under the caption “Underwriting—New Issue of Notes” in relating to market-making by the Prospectus Supplement concerning Underwriters; the text under the caption “Underwriting—Short Positions” relating to over-allotment, stabilization and syndicate covering transactions that stabilize by the Common StockUnderwriters; (ii) the statements set forth in the first sentence of and the second paragraph under the caption “Plan of DistributionUnderwriting—Other Relationships” relating to the fact that the Underwriters may, now or in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplementfuture, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of themselves or their customers, hold long or short positions of the Manager for inclusion in the Registration Statement (Company’s debt or any amendment thereto) equity securities or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager Information”)loans.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 in the Base Prospectus, any preliminary prospectus or any other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Package, or the 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 Manager Representatives expressly for use therein. The Company hereby acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that the Underwriters through the Representatives have furnished in writing by or on behalf of to the Manager Company expressly for inclusion use in the Registration Statement (Base Prospectus, the Final Preliminary Prospectus or any amendment thereto) or other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, Prospectus or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (are the statements set forth in the third and fourth sentences of the sixth paragraph and the eighth paragraph under the caption “Manager Information”)Underwriting” in the Final Preliminary Prospectus and the Prospectus.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information in the Preliminary Prospectus and the Prospectus: (i) the statements set forth information regarding the concession and reallowance appearing in the fifth first paragraph under the caption “Underwriting—Commissions and Discounts”, (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the first and second paragraphs under the caption “Underwriting—Price Stabilization, Short Positions” (but only insofar as such information concerns the Underwriters) and (iii) the information regarding market making by the Underwriters appearing in the fourth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name Underwriting—Listing on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager InformationNASDAQ”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, amendment thereto, or in any Issuer preliminary prospectus, the Statutory Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) , in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representative expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Represented Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) (); provided, further, that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion therein are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting” and the information contained under the captions “Underwriting – Stabilization and Short Positions”), “Underwriting – Passive Market Making, and “Underwriting – Selling Restrictions.”.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statementofficers, and employees, 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) or ), including the Rule 430B Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus), such preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the following locations under the caption “Underwriting (Conflicts of Interest)” in the preliminary prospectus and the Prospectus: (i) the information in the first two sentences in the second paragraph after the table showing the principal amount of Notes being purchased by each Underwriter (the “Manager InformationAllocation Table”), (ii) the information in the third sentence in the fifth paragraph after the Allocation Table, (iii) the information in the sixth paragraph after the Allocation Table with the exception of the second clause in the penultimate sentence of that paragraph and (iv) the information in the second paragraph under the subcaption entitled “—Certain Relationships.”

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 430A Information, if applicable, or any Issuer preliminary prospectus, or any Issuer-Represented 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 the Manager such Underwriter through Xxxxxxxxxx expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus and Prospectus (or any amendment or supplement thereto) (are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting” and the information contained under the caption “Underwriting — Price Stabilization and Short Positions,” and “Selling Restrictions.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information or any Issuer preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, the General Disclosure Package 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 Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto); provided, that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus and Prospectus (or any amendment or supplement thereto) (are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting” and the information contained under the caption “Underwriting – Stabilization.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 (or any amendment thereto) ), including the Rule 430B Information or any Issuer preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, the General Disclosure Package 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 Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus and Prospectus (or any amendment or supplement thereto) (are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting – Commissions and discounts” and the information contained under the caption “Underwriting – Price stabilization, short positions and passive market making.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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) ), or the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (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 the Manager such Underwriter through any Representative expressly for use therein. The Company acknowledges that (i) the statements set forth (i) in the fifth sentence last paragraph of the first paragraph cover page regarding delivery of the Securities and, under the caption heading “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; Underwriting”, (ii) the statements set forth list of Underwriters and their respective participation in the first sentence sale of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and Securities, (iii) the Manager’s name names of the Underwriters on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus pages and under the caption heading “Plan of Distribution” Underwriting”, (iv) the sentences related to concessions and reallowances and (v) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager several Underwriters for inclusion in any Preliminary Prospectus, the Registration Statement (or any amendment thereto) Final Prospectus or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager Information”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 430A Information, if applicable, or any Issuer preliminary prospectus, or any Issuer-Represented 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 the Manager such Underwriter through Xxxxx Xxxxxxxx expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus and Prospectus (or any amendment or supplement thereto) (are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting” and the information contained under the caption “Underwriting – Price Stabilization and Short Positions.”).

Indemnification of Company, Directors and Officers. The Manager Agent and the Forward Purchaser Purchaser, severally and not jointly jointly, agree 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 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 the Manager Agent expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth third sentence of the first second paragraph under the caption “Plan of DistributionDistribution (Conflicts of Interest)” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; Stock and (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the ManagerAgent’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of DistributionDistribution (Conflicts of Interest)” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager Agent for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager Agent Information”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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) ), or the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (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 the Manager such Underwriter through any Representative expressly for use therein. The Company acknowledges that the statements set forth (i) the statements set forth in the fifth sentence last paragraph of the first paragraph cover page regarding delivery of the Securities and, under the caption heading “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; Underwriting”, (ii) the statements set forth list of Underwriters and their respective participation in the first sentence sale of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and Securities, (iii) the Manager’s name names of the Underwriters on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus pages and under the caption heading “Plan of Distribution” Underwriting”; (iv) the sentences related to concessions and reallowances and (v) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager several Underwriters for inclusion in any Preliminary Prospectus, the Registration Statement (or any amendment thereto) Final Prospectus or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager Information”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser severally Each Underwriter severally, and not jointly agree jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, the Canadian Preliminary Base Shelf Prospectus and the Canadian Final Base Shelf Prospectus, 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) or ), the Preliminary Prospectuses, the Final Prospectuses, any Issuer Free Writing Prospectus, the General Disclosure Package Package, or the Prospectus any Supplementary Material (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company hereby acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that the Underwriters, through the Representatives, have furnished in writing by or on behalf of to the Manager Company expressly for inclusion use in the Registration Statement (or any amendment thereto) or ), the Preliminary Prospectuses, the Final Prospectuses, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (Package, or any amendment or supplement thereto) (Supplementary Material as at the date hereof are the statements concerning market-making and stabilization set forth in the seventh and eighth paragraphs under the caption “Manager Information”)Underwriting” in the Preliminary Prospectuses and the Final Prospectuses.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statementofficers, and employees, 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) or ), including the Rule 430B Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus), such preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the following locations under the caption “Underwriting” in the preliminary prospectus and the Prospectus: (i) the information in the first two sentences in the second paragraph after the table showing the principal amount of Notes being purchased by each Underwriter (the “Manager InformationAllocation Table”), (ii) the information in the third sentence in the sixth paragraph after the Allocation Table (iii) the information in the seventh paragraph after the Allocation Table with the exception of the second clause in the penultimate sentence of that paragraph and (iv) the information in the second paragraph under the subcaption entitled "—Certain Relationships."

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, amendment thereto, or in any Issuer preliminary prospectus, the Statutory Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) , in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representative expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Represented Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) (); provided, that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion therein are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting” and the information contained under the captions “Underwriting — Stabilization,” “Underwriting — Passive Market Making,” “Underwriting — Lock-Up Agreement,” and “Underwriting — Our Relationship with the Underwriters.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 the Rule 430B Information, or any Issuer preliminary prospectus, any Issuer-Represented 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 the Manager such Underwriter through Sandler X’Xxxxx expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer preliminary prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, any preliminary prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package and Prospectus (or any amendment or supplement thereto) (are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting” and the information contained under the captions “Underwriting — Stabilization” and “Underwriting — Passive Market Making.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 Section 6(a) above (aexcluding indemnity for any matters referred to in Section 6(a)(ii), clauses (y) and (z) of this SectionSection 6(a)(iii) and clauses (y) and (z) of Section 6(a)(iv) above, it being understood and agreed by the parties hereto that the Underwriters shall have no responsibility, liability or obligation in respect of the Demerger or any of the other Demerger Transactions or any processes related thereto or the Scheme Booklet (or any amendment or supplement thereto)), 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 430A Information or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement theretoto any of the foregoing) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges parties hereto acknowledge and agree that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that any Underwriter has furnished in writing by or on behalf of to the Manager Company expressly for inclusion use in the Registration Statement (or any amendment thereto) or ), any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement theretoto any of the foregoing) are the statements in the Pre-Pricing Prospectus and the Prospectus set forth (i) in the first paragraph under the caption “Underwriting – Discounts and Commissions,” (ii) in the first two paragraphs under the caption “Underwriting – Price Stabilization, Short Positions and Penalty Bids,” (iii) under the caption “Underwriting – Electronic Offer, Sale and Distribution of Shares” (other than the last sentence thereof) and (iv) the paragraph under the caption “Underwriting – Discretionary Sales” (collectively, the “Manager Underwriters’ Information”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package 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 Manager Representatives expressly for use therein. The Company hereby acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that the Underwriters have furnished in writing by or on behalf of to the Manager Company expressly for inclusion use in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) (are the statements set forth under the caption “Manager Information”)Underwriting” in the Statutory Prospectus and the Prospectus as follows: paragraph eleven relating to commissions and discounts, paragraphs nineteen, twenty and twenty one relating to price stabilization and paragraph twenty-three relating to electronic distribution.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each U.S. Underwriter severally and not jointly agree 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 430A Information and the Rule 434 Information, if applicable, or any Issuer Free Writing Prospectus, the General Disclosure Package preliminary U.S. prospectus or the 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 through the Manager U.S. Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus or the U.S. Prospectus (or any amendment or supplement thereto). The Company acknowledges and the Operating Partnership acknowledge that (i) the statements set forth in the fifth sentence last paragraph of the first paragraph cover page and in the second, fifth and eleventh through fourteenth paragraphs under the caption “Plan of Distribution” "Underwriting" in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager any Underwriter expressly for inclusion use in the Registration Statement (relating to the Securities as originally filed or in any amendment thereto) or any Issuer Free Writing Prospectusthereof, the General Disclosure Package related preliminary prospectus or the Prospectus (Prospectuses or in any amendment thereof or supplement thereto) (, as the “Manager Information”)case may be.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information in the Preliminary Prospectus and the Prospectus: (i) the statements set forth information regarding the concession and reallowance appearing in the fifth first paragraph under the caption “Underwriting—Commissions and Discounts”, (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the first and second paragraphs under the caption “Underwriting—Price Stabilization, Short Positions” (but only insofar as such information concerns the Underwriters) and (iii) the information regarding market making by the Underwriters appearing in the fourth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name Underwriting—Listing on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager InformationNYSE”).

Indemnification of Company, Directors and Officers. The Manager Agent and the Forward Purchaser severally and not jointly agree 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 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 the Manager Agent expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth third sentence of the first second paragraph under the caption “Plan of DistributionDistribution (Conflicts of Interest)” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; Stock and (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the ManagerAgent’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of DistributionDistribution (Conflicts of Interest)” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager Agent for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager Agent Information”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, if applicable, or any Issuer preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Manager such Underwriter expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus and Prospectus (or any amendment or supplement thereto) (are the concession and reallowance figures and references to stabilization appearing in the Prospectus in the section entitled “Manager InformationUnderwriting” and the information contained under the captions “Underwriting – Stabilization” and “Underwriting – Passive Market Making.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 430A Information, if applicable, or any Issuer preliminary prospectus, or any Issuer-Represented 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 the Manager such Underwriter through Kxxxx Bxxxxxxx expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus and Prospectus (or any amendment or supplement thereto) (are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting” and the information contained under the caption “Underwriting — Price Stabilization and Short Positions,” and “Selling Restrictions.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 in the Base Prospectus, any preliminary prospectus or any other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, the General Disclosure Package Package, or the 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 Manager Representatives expressly for use therein. The Company hereby acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that the Underwriters through the Representatives have furnished in writing by or on behalf of to the Manager Company expressly for inclusion use in the Registration Statement (Base Prospectus, the Final Preliminary Prospectus or any amendment thereto) or other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third and fourth sentences of the sixth paragraph and the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” in the “Manager Information”)Final Preliminary Prospectus and the Prospectus.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 430A Information, if applicable, or any Issuer preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, the General Disclosure Package 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 Manager Representative expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package Package, or the Prospectus (or any amendment or supplement thereto); provided, that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, the General Disclosure Package, and Prospectus (or any amendment or supplement thereto) (are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting” and the information contained under the caption “Underwriting – Price Stabilization, Short Positions and Passive Market Making.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 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 430A Information, if applicable, or any Issuer Free Writing the Basic Prospectus, the General Disclosure Package any Preliminary Final Prospectus or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or any Preliminary Final Prospectus or the Final Prospectus (or any amendment or supplement thereto). The Company acknowledges that (i) the statements set forth (i) in the fifth sentence last paragraph of the cover page regarding delivery of the Securities and (ii) under the heading “Underwriting”, (1) the list of Underwriters and their respective participation in the sale of the Securities, (2) the first paragraph under the caption heading “Plan of DistributionUnderwriting – Commissions and Discounts” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; and (ii3) the statements set forth in the first sentence of the second paragraph under the caption heading “Plan of DistributionUnderwriting - Price Stabilization and Short Positions” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the any Preliminary Final Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement Final Prospectus, constitute the only information furnished in writing by or on behalf of the Manager several Underwriters for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus, the General Disclosure Package Preliminary Final Prospectus or the Prospectus (or any amendment or supplement thereto) (the “Manager Information”)Final Prospectus.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 either 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 7, 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 430A Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company hereby acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that the Underwriters have furnished in writing by or on behalf of to the Manager Company expressly for inclusion use in the Registration Statement (or any amendment thereto) ), including the Rule 430A Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (are the statements set forth in the fifth paragraph, the second sentence of the twentieth paragraph, the twenty-first paragraph, twenty-second paragraph and the twenty-third paragraph under the caption “Manager Information”)Underwriting” in the Prospectus.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 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 Statement, any amendment thereto) or any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the General Disclosure Package Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information relating to the Underwriters or the terms of the offering furnished to the Company by such Underwriter through the Manager Representatives expressly for use thereinin the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectus (or any amendment or supplement thereto). The Company acknowledges that (i) the statements set forth list of Underwriters and their respective participation in the fifth sentence sale of the first Securities, and the third paragraph and the fifth paragraph under the caption heading “Plan of DistributionUnderwriting” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence any preliminary prospectus, Time of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Sale Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement Prospectus, constitute the only information furnished in writing by or on behalf of the Manager several Underwriters for inclusion in any preliminary prospectus, Time of Sale Prospectus and the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager Information”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Manager such Underwriter through BAS expressly for use therein. The Company hereby acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that the Underwriters have furnished in writing by or on behalf of to the Manager Company expressly for inclusion use in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) (are the statements set forth in the table in the first paragraph under the caption “Manager Information”)Underwriting” in the Prospectus, the third paragraph under the caption “Underwriting” in the Prospectus, the first, third, fourth, fifth and sixth paragraphs under the heading “Stabilization” under the caption “Underwriting” in the Prospectus, and the statements set forth under the heading “Online Offering” under the caption “Underwriting” in the Prospectus.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 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) or ), including the Rule 430B Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representative expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) ), such preliminary prospectus, the Disclosure Package or the Prospectus (or any Table of Contents amendment or supplement thereto). The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representative expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the following locations under the caption “Underwriting” in the preliminary prospectus and the Prospectus: (i) the information in the first two sentences in the second paragraph after the table showing the principal amount of Debt Securities being purchased by each Underwriter (the “Manager InformationAllocation Table”), (ii) the information in the first clause of the third sentence in the sixth paragraph after the Allocation Table and (iii) the information in the seventh paragraph after the Allocation Table with the exception of the second clause in the penultimate sentence of that paragraph.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter agrees, severally and not jointly agree jointly, to indemnify and hold harmless the CompanyBond Issuers, its the Sponsors and the Issuing Entity, their respective directors, each of its officers who signed sign the Registration StatementStatement and any person controlling the Bond Issuers, the Sponsors and each person, if any, who controls the Company Issuing Entity within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any to the same extent as the foregoing indemnity and all loss, liability, claim, damage reimbursement obligation from the Bond Issuers and expense described in the indemnity contained in subsection (a) of this Section, as incurredSponsors to each Underwriter, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, omissions or alleged omissions made in the Registration Statement (or Statement, any amendment thereto) or any Issuer Free Writing Statutory Prospectus, the Prospectus, the General Disclosure Package or the any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company Bond Issuers and the Sponsors by the Manager Underwriters through the Representative expressly for use therein. The Company acknowledges Bond Issuers and the Sponsors acknowledge that (i) the statements set forth in the fifth sentence last paragraph of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page regarding delivery of the Prospectus and Certificates and, under the caption “Plan of DistributionUnderwriting,” (i) the concession and reallowance figures appearing in the third paragraph, (ii) the fourth paragraph, (iii) the seventh paragraph, and (iv) the third sentence in the eighth paragraph related to market making activities, in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager several Underwriters for inclusion use in the Registration Statement (or Statement, any amendment thereto) Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus, . This indemnity agreement will be in addition to any liability which the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager Information”)Underwriters may otherwise have.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statementofficers, and employees, 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) or ), including the Rule 430B Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus), such preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the following locations under the caption “Underwriting” in the preliminary prospectus and the Prospectus: (i) the information in the first two sentences in the second paragraph after the table showing the principal amount of Notes being purchased by each Underwriter (the “Manager InformationAllocation Table”), (ii) the information in the first clause of the third sentence in the sixth paragraph after the Allocation Table (iii) the information in the seventh paragraph after the Allocation Table with the exception of the second clause in the penultimate sentence of that paragraph and (iv) the information in the second paragraph under the subcaption entitled “—Certain Relationships.”

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 (or any amendment thereto) ), including the Rule 430B Information or any Issuer preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, the General Disclosure Package 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 Manager Representative expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus and Prospectus (or any amendment or supplement thereto) (are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting – Commissions and discounts” and the information contained under the caption “Underwriting – Price stabilization, short positions and passive market making.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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, including the Rule 430B Information, or in any amendment to the Registration Statement, or any amendment thereto) or preliminary prospectus, the Statutory Prospectus, any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (Prospectus, or in any amendment or supplement thereto) , in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or ), any Issuer preliminary prospectus, the Statutory Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (Prospectus, or in any amendment or supplement thereto) (; provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus, or in any amendment or supplement thereto, are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting” and the information contained under the caption “Underwriting—Price stabilization and short positions.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 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 430A Information, if applicable, or any Issuer Free Writing the Basic Prospectus, the General Disclosure Package any Preliminary Final Prospectus or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or any Preliminary Final Prospectus or the Final Prospectus (or any amendment or supplement thereto). The Company acknowledges that (i) the statements set forth (i) in the fifth sentence last paragraph of the cover page regarding delivery of the Securities and (ii) under the heading "Underwriting", (1) the list of Underwriters and their respective participation in the sale of the Securities, (2) the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; heading "Underwriting - Commissions and Discounts" and (ii3) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” heading "Underwriting - Price Stabilization and Short Positions" in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the any Preliminary Final Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement Final Prospectus, constitute the only information furnished in writing by or on behalf of the Manager several Underwriters for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus, the General Disclosure Package Preliminary Final Prospectus or the Prospectus (or any amendment or supplement thereto) (the “Manager Information”)Final Prospectus.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 430A Information, if applicable, or any Issuer Free Writing Prospectus, the General Disclosure Package preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus, the General Disclosure Package such preliminary prospectus or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of (i) the first paragraph under the caption “Underwriting – Commissions and Discounts” of the prospectus supplement concerning concessions and discounts, (ii) the first four paragraphs under the caption “Manager Information”)Underwriting – Price Stabilization and Short Positions” of the prospectus supplement, (iii) the paragraphs under the caption “Underwriting – Price Stabilization and Short Positions” of the prospectus supplement with respect to themselves only, and (iv) the paragraphs under the caption “Underwriting – Selling Restrictions” of the prospectus supplement.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statementofficers, and employees, 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) or ), including the Rule 430B Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus), such preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the following locations under the caption “Underwriting” in the preliminary prospectus and the Prospectus: (i) the information in the first two sentences in the second paragraph after the table showing the principal amount of Notes being purchased by each Underwriter (the “Manager InformationAllocation Table”), (ii) the information in the third sentence in the fifth paragraph after the Allocation Table (iii) the information in the sixth paragraph after the Allocation Table with the exception of the second clause in the penultimate sentence of that paragraph and (iv) the information in the second paragraph under the subcaption entitled “—Certain Relationships.”

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information or any Issuer preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, the General Disclosure Package 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 Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus and Prospectus (or any amendment or supplement thereto) (are the concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting” and the information contained under the caption “Underwriting – Stabilization.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser severally and not jointly agree Underwriter agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information or any Issuer preliminary prospectus, the Statutory Prospectus, any Issuer-Represented 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 the Manager Underwriter expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, the Statutory Prospectus, any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (); provided, however, that the Company and the Underwriter hereby acknowledge and agree that the only such information that the Underwriter has furnished to the Company consists solely of the following: the allocation, concession and reallowance figures appearing in the Prospectus in the section entitled “Manager InformationUnderwriting”), and statements regarding the Underwriter’s intention to make a market in the Securities.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 in the Base Prospectus, any preliminary prospectus or any other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Package, or the 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 Manager Representatives expressly for use therein. The Company hereby acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that the Underwriters through the Representatives have furnished in writing by or on behalf of to the Manager Company expressly for inclusion use in the Registration Statement (Base Prospectus, the Final Preliminary Prospectus or any amendment thereto) or other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, Prospectus or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third and fourth sentences of the sixth paragraph and the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” in the “Manager Information”)Final Preliminary Prospectus and the Prospectus.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 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 430A Information, if applicable, or any Issuer Free Writing the Basic Prospectus, the General Disclosure Package any Preliminary Final Prospectus or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use thereinin the Registration Statement (or any amendment thereto) or such Preliminary Final Prospectus or the Final Prospectus (or any amendment or supplement thereto). The Company acknowledges that (i) the statements set forth (i) in the fifth sentence last paragraph of the cover page regarding delivery of the Securities and, (ii) under the heading "Underwriting" or "Plan of Distribution", (1) the list of Underwriters and their respective participation in the sale of the Securities, (2) the sentences related to concessions and reallowances and (3) the first paragraph related to stabilization, syndicate covering transactions and penalty bids under the caption “Plan of Distribution” heading "Underwriting - Price stabilization and short positions" in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the any Preliminary Final Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement Final Prospectus, constitute the only information furnished in writing by or on behalf of the Manager several Underwriters for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus, the General Disclosure Package Preliminary Final Prospectus or the Prospectus (or any amendment or supplement thereto) (the “Manager Information”)Final Prospectus.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 430A Information or any Issuer preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communications, any road show, the General Disclosure Package 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 Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communications, any road show, the General Disclosure Package Package, or the Prospectus (or any amendment or supplement thereto); provided, however, that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communications, any road show, the General Disclosure Package, and Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting” and the information contained under (i) the caption “Manager InformationUnderwriting – Price Stabilization, Short Positions and Penalty Bids”), (ii) the first paragraph under the caption “Underwriting – Affiliations” and (iii) the caption “Underwriting – Selling Restrictions”.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 reasonable 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 (or any amendment thereto) or any Issuer Free Writing Prospectus), including the Rule 430 Information, the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus), including the Rule 430 Information, the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) (), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the first paragraph under the caption “Manager InformationUnderwriting—Commissions and Discounts”), the information contained in the second, third and forth paragraphs under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids”, and the first paragraph under the caption “Underwriting—Electronic Offer, Sale and Distribution of Shares.”

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final 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 Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges , it being understood and agreed that (i) the statements set forth only such information furnished by any Underwriter through the Representatives consists of the following information in the fifth sentence Disclosure Package and the Final Prospectus: the information regarding the delivery of the first Securities appearing in the sixth paragraph of the cover page; the information regarding the underwriters’ offering price, concession and reallowance figures in the fourth paragraph under the caption “Plan Underwriting (Conflicts of Distribution” Interest)”; the statement of market making with respect to the Underwriters in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first third sentence of the second eighth paragraph under the caption “Plan Underwriting (Conflicts of Distribution” Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and ninth paragraph under the caption “Plan Underwriting (Conflicts of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager Information”Interest).”

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statementofficers, and employees, 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) or ), including the Rule 430B Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus), such preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the following locations under the caption “Underwriting” in the preliminary prospectus and the Prospectus: (i) the information in the first two sentences in the second paragraph after the table showing the principal amount of Notes being purchased by each Underwriter (the “Manager InformationAllocation Table”), (ii) the information in the third sentence in the fifth paragraph after the Allocation Table (iii) the information in the seventh paragraph after the Allocation Table with the exception of the second clause in the penultimate sentence of that paragraph and (iv) the information in the second paragraph under the subcaption entitled “—Certain Relationships.”

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter agrees, severally and not jointly agree jointly, 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 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 Issuer Free Writing Prospectus, the General Disclosure Package 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 the Manager any Underwriter through CLS expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The Company acknowledges that (i) the statements set forth forth: (1) in the fifth sentence fourth paragraph on the cover page of the first paragraph under prospectus supplement relating to the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence delivery of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Firm Shares; and (iii2) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” heading "Underwriting" in such prospectus supplement, the Prospectus Supplement tenth paragraph (including bullet points) related to "stabilizing transactions," "over-allotments," "syndicate covering transactions," "penalty bids" and "passive market making" constitute the only information furnished in writing by or on behalf of the Manager any Underwriter through CLS expressly for inclusion use in the Registration Statement (relating to the Securities as originally filed or in any amendment thereto) or any Issuer Free Writing Prospectusthereof, the General Disclosure Package related preliminary prospectus or the Prospectus (or in any amendment thereof or supplement thereto) (, as the “Manager Information”)case may be.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information or any preliminary prospectus, 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 Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges and the Underwriters acknowledge that (i) the statements set forth in the fifth sentence last paragraph of the first paragraph cover page of the preliminary prospectus and the Prospectus regarding delivery of the Securities and, under the caption heading “Plan of DistributionUnderwriting,” in (i) the Prospectus Supplement concerning transactions that stabilize the Common Stock; sentences related to concessions and reallowances and (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” paragraphs related to stabilization, syndicate covering transactions and penalty bids in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager several Underwriters for inclusion in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (the “Manager Information”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Manager such Underwriter through Xxxxxxx Xxxxx expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that the Underwriters have furnished in writing by or on behalf of the Manager expressly for inclusion use in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth as (A) the last paragraph on the cover page of the Prospectus regarding delivery of the Securities and (B) the first paragraph under the heading “Manager InformationCommissions and Discounts,” the first three paragraphs under the heading “Price Stabilization, Short Positions” and the paragraph under the heading “Electronic Offer, Sale and Distribution of Common Shares,” each in the section of the Prospectus entitled “Underwriting.”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser severally and not jointly agree Underwriter 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 in the Base Prospectus, any preliminary prospectus or any other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Package, or the Prospectus (or in any amendment thereof or supplement thereto) thereto in reliance upon and in conformity with written information furnished to the Company by the Manager Underwriter expressly for use therein. The Company hereby acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information that the Underwriter has furnished in writing by or on behalf of to the Manager Company expressly for inclusion use in the Registration Statement (Base Prospectus, the Final Preliminary Prospectus or any amendment thereto) or other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, Prospectus or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (are the statements set forth in the third and fourth sentences of the sixth paragraph and the eighth paragraph under the caption “Manager Information”)Underwriting” in the Final Preliminary Prospectus and the Prospectus.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree 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 430A Information, or any preliminary prospectus, any Issuer Represented 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 the Manager such Underwriter through Xxxxx Xxxxxxxx expressly for use therein. The Company acknowledges ; provided that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions parties acknowledge and agree that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only written information that the Underwriters have furnished in writing by or on behalf of to the Manager Company specifically for inclusion in the Registration Statement (Statement, preliminary prospectus, or any amendment thereto) or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus and Prospectus (or any amendment or supplement thereto) are the concession figure appearing in the Prospectus in the third paragraph of the section entitled “Underwriting” and the information contained in the preliminary prospectus and Prospectus in the ninth paragraph (relating to stabilization) and second through sixth sentences of the tenth paragraph (relating to passive market making) in the section entitled “Manager InformationUnderwriting”).

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser Each Underwriter severally and not jointly agree agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statementofficers, and employees, 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) or ), including the Rule 430B Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus), such preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the following locations under the caption “Underwriting” in the preliminary prospectus and the Prospectus: (i) the information in the first paragraph after the table showing the underwriting discounts to be paid to the underwriters under the subcaption entitled “—Underwriting Discounts and Expenses” (the “Manager InformationUnderwriting Discounts Table”), (ii) the information in the fifth, sixth and seventh paragraphs after the Underwriting Discounts Table and (iii) the information in the first sentence of the first paragraph and in the second and third paragraphs under the subcaption entitled “—Certain Relationships.”

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser severally and not jointly agree Each Underwriter agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) ), including the Rule 430B Information, if applicable, or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package Prospectus or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Manager Underwriters expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or the Prospectus, or any Issuer Issuer-Represented Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto); provided that the parties acknowledge and agree that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement, the Prospectus, the General Disclosure Package or the any Issuer-Represented Free Writing Prospectus and Final Prospectus (or any amendment or supplement thereto) (are the concession and reallowance figures appearing in the Final Prospectus in the section entitled “Manager Information”)Underwriting,” including all subheadings thereunder.

Indemnification of Company, Directors and Officers. The Manager and the Forward Purchaser severally and not jointly agree Underwriter 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 and each Selling Stockholder against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection subsections (a) and (b) 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 430A Information or any Issuer preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package Package, or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Manager Underwriter expressly for use therein. The Company acknowledges that (i) the statements set forth in the fifth sentence of the first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning transactions that stabilize the Common Stock; (ii) the statements set forth in the first sentence of the second paragraph under the caption “Plan of Distribution” in the Prospectus Supplement concerning solicitations of offers to purchase the Shares; and (iii) the Manager’s name on the front cover page of the Prospectus Supplement, on the back cover page of the Prospectus and under the caption “Plan of Distribution” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Manager for inclusion in the Registration Statement (or any amendment thereto) or such preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package Package, or the Prospectus (or any amendment or supplement thereto); provided, however, that the parties acknowledge and agree that the only written information that the Underwriter has furnished to the Company specifically for inclusion in the Registration Statement, preliminary prospectus, or any Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package, and Prospectus (or any amendment or supplement thereto) is the information in the (i) first paragraph under the caption “Manager Information”)Underwriting—Commissions, Discounts and Expenses,” the paragraphs under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the paragraph under the caption “Underwriting—Affiliations,” in the Registration Statement and preliminary prospectus and (ii) the second paragraph under the caption “Underwriting,” the paragraphs under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the paragraph under the caption “Underwriting—Affiliations” in the Prospectus.