Common use of Indemnification of the Agents Clause in Contracts

Indemnification of the Agents. The Company and Trust agree to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectus.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense expenses whatsoever, as incurred, arising out of an or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, as originally filed or any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus, any Prospectus, any Disclosure Package, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto) , or arising out of or based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this indemnity does the Company will not apply be liable in any such case to (i) the extent that any such loss, liability, claim, damage or expense to the extent arising liability arises out of an or is based on any such untrue statement or omission or such alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use therein. This indemnity agreement will be in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect addition to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by which the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusmay otherwise have.

Indemnification of the Agents. The Company and Trust agree to jointly and severally shall indemnify and hold harmless each Agent the Agents, the directors, officers, employees, counsel and agents of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, liabilities, expenses or damages arise out of an or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an (ii) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus Permitted Free Writing Prospectus or the Prospectus Prospectuses (or any amendment or supplement thereto)) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does the Company shall not apply be liable to (i) any the extent that such loss, claim, liability, claim, expense or damage or expense arises from the sale of the Shares in the public offering to any person by the extent arising out of Agents and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company or Trust by the Agents expressly for use inclusion in the Registration Statement (Statement, the Prospectuses or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements Permitted Free Writing Prospectus. This indemnity agreement will be in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect addition to any preliminary prospectus to the extent liability that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusmight otherwise have.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the Exchange Act against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense expenses whatsoever, as incurred, arising out of an or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, as originally filed or any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Disclosure Package, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto) , or arising out of or based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this indemnity does the Company will not apply be liable in any such case to (i) the extent that any such loss, liability, claim, damage or expense to the extent arising liability arises out of an or is based on any such untrue statement or omission or such alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use therein. This indemnity agreement will be in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect addition to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by which the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusmay otherwise have.

Indemnification of the Agents. The Company and Trust the Guarantor, jointly and severally, agree to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense expenses whatsoever, as incurred, arising out of an or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, as originally filed or any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus, any Prospectus, any Disclosure Package, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto) , or arising out of or based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this indemnity does not apply the neither Company nor the Guarantor will be liable in any such case to (i) the extent that any such loss, liability, claim, damage or expense to the extent arising liability arises out of an or is based on any such untrue statement or omission or such alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Company or Trust the Guarantor by the Agents expressly for use therein. This indemnity agreement will be in addition to any liability which the Registration Statement (or any amendment thereto) or any preliminary prospectus Company or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the ProspectusGuarantor may otherwise have.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent Agent, its directors and officers, and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in order the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned); and (iii) against any and all expense whatsoever, as incurred (including, subject to Section 8(c) hereof, the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents such Agent expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) it being understood and agreed that the only such information furnished by any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part Agent shall consist of the Registration Statement which constitutes information described as such in the Statements of Eligibility applicable Terms Agreement; and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) provided, further, that this indemnity agreement with respect to any preliminary prospectus shall not inure to the extent that benefit of any Agent from whom the person asserting any such losslosses, claimliabilities, expenseclaims, damage damages or liability expenses purchased Notes, or any person controlling such Agent, if a copy of such Agent results from the fact that such Agent sold Notes to a person Prospectus (as to whom it shall be established by then amended or supplemented if the Company and the Trust that there shall have furnished any such amendment or supplement thereto, but excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or givengiven by or on behalf of such Agent to such person, if such is required by law, at or prior to the written confirmation of the sale of such sale, a copy of Notes to such person and if the Prospectus (as so amended or supplemented, but excluding documents incorporated or deemed to be incorporated by reference therein) in any case where such delivery is required by would have corrected the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities defect giving rise to such Agent and the loss, liability, claim, damage or expense, damage it being understood that this provision shall have no application if such defect shall have been corrected in a document which is incorporated or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected deemed to be incorporated by reference in the Prospectus.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an misleading unless such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), Prospectus; (ii) against any and all loss, liability, claim, damage or and expense arising out whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any statements in litigation, or omissions from that part any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or Company; and (iii) with respect to against any preliminary prospectus and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such lossexpense is not paid under subparagraph (i) or (ii) above. The indemnity is subject to the conditions that, claiminsofar as it relates to any untrue statement or omission, expenseor any alleged untrue statement or omission, damage made in a preliminary prospectus or liability the Prospectus but eliminated or remedied in the Prospectus or in an amended or supplemented Prospectus, as the case may be, at the time of the sale of the related Note, it shall not inure to the benefit of an Agent (or to the benefit of any person who controls such Agent) if a copy of the Prospectus or the Prospectus as amended or supplemented at the time of the sale of such Agent results from Note, as the fact that such Agent sold Notes to a person as to whom it shall be established case may be, excluding documents incorporated therein by reference, was delivered by the Company and to such Agent a reasonable amount of time in advance of the Trust that there was not sent delivery of written confirmations by such Agent to investors but such Agent failed to deliver such Prospectus or giventhe Prospectus as amended or supplemented, as the case may be, to the person in question at or prior to the written confirmation time required by the 1933 Act and the receipt of such sale, a copy of Prospectus or the Prospectus (as amended or supplemented) in any , as the case where may be, would have constituted a sufficient defense to the claim asserted by such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusperson.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an unless such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ; (ii) against any and all loss, liability, claim, damage or and expense arising out whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any statements litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in or omissions from that part reliance upon and in conformity with information furnished by the Agents as aforesaid), if such settlement is effected with the written consent of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Agent and reasonably satisfactory to the Company), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with respect to any preliminary prospectus information furnished by the Agents as aforesaid), to the extent that any such loss, claim, expense, damage expense is not paid under (i) or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplementedii) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusabove.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and ----------------------------- hold harmless each Agent of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, as originally filed (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus or the Prospectus (if used within the period set forth in Section 3(e) hereof and as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does the Company will not apply be liable in any such case to (i) the extent that any such loss, liability, claim, damage damage, liability or expense to the extent arising arises out of an or is based upon any untrue statement or omission or such alleged untrue statement or omission (A) which has been made therein or omitted therefrom in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents any Agent expressly for use in the Registration Statement registration statement as originally filed (or any amendment thereto) or any preliminary the prospectus or the Prospectus as originally filed (or any amendment or supplement thereto), ) or (iiB) any loss, liability, claim, damage which has been made or expense arising out omitted from the Statement of any statements in or omissions from that part Eligibility of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Trustee on Form T-1) under , other than any such untrue statement or omission or alleged untrue statement or omission made therein or omitted therefrom in reliance upon information furnished in writing to the 1939 Act of Trustee by the Indenture Trustee or (iii) Company for use therein; the foregoing indemnification with respect to any preliminary prospectus shall not inure to the extent that benefit of any Agent from whom the person asserting any such losslosses, claimclaims, expensedamages or liabilities purchased Notes, damage or liability any person controlling such Agent, if a copy of such Agent results from the fact that such Agent sold Notes to a person Prospectus (as to whom it shall be established by then amended or supplemented if the Company and the Trust that there shall have furnished any amendments or supplements thereto) was not sent or givengiven by or on behalf of such Agent to such person, if such delivery is required by law, at or prior to the written confirmation of the sale of such sale, a copy of Notes to such person and if the Prospectus (as so amended or supplemented) in any case where such delivery is required by would have cured the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities defect giving rise to such Agent and the loss, claim, expensedamage or liability; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or liability investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such Agent results from an untrue statement or omission, or any such alleged untrue statement or omission if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Agents), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with information furnished by the Agents as aforesaid), to the extent that any such expense is not paid under (i) or (ii) above. Insofar as this indemnity may permit indemnification for liabilities under the 1933 Act of any person who is a material fact contained partner of an Agent or who controls an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who, at the date of this Agreement, is a director, officer or controlling person of the Company, such indemnity agreement is subject to the undertaking of the Company in the preliminary prospectus that was corrected in the ProspectusRegistration Statement.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent the Agents, their respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), selling agents and each person, if any, who controls such an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of any offering of Shares (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all reasonably documented expense whatsoever, as incurred (including the fees and disbursements of one counsel (in addition to local counsel) chosen by the Agents), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) ), including any information deemed to be a part thereof pursuant to Rule 430B, or any preliminary prospectus or in the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility reliance upon and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) in conformity with respect to any preliminary prospectus information furnished to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established Company by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) Agents in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectuswriting expressly for use therein.

Indemnification of the Agents. The Company Each of the Principal Entities and each Trust agree (only as to itself in connection with the issuance of its series of Notes and not with respect to any other Trust), jointly and severally severally, agrees to indemnify and hold harmless each Agent Agent, its respective directors and officers and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any Permitted Free Writing Prospectus, any issuer free writing prospectus (as defined in Rule 433 of the 1933 Act Regulations), any issuer information (within the meaning of Rule 433 of the 1933 Act Regulations) filed or required to be filed pursuant to Rule 433(d) of the 1933 Act Regulations or any Time of Sale Prospectus (in each case solely with respect to the applicable Agent(s) for the related series of Notes) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 10(d) hereof) any such settlement is effected with the written consent of the relevant Trust and the Principal Entities; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under Section 10(a)(i) or Section 10(a)(ii) hereof; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of (A) an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust Principal Entities by the Agents expressly for use in any Permitted Free Writing Prospectus or any Time of Sale Prospectus (in each case solely with respect to the applicable Agent(s) for the related series of Notes) or the Registration Statement (or any amendment thereto) or ), any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or (iiB) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part use of the Registration Statement which constitutes applicable Time of Sale Prospectus or the Statements Prospectus by the applicable Agent to sell Notes or to solicit offers for the purchase of Eligibility and Qualification Notes (Form T-1x) under after such time as the 1939 Act of the Indenture Trustee or (iiirelevant Trust shall have provided written notice pursuant to Section 4(b) with respect to any preliminary prospectus hereof to the extent that any Agents to suspend the solicitation of offers for the purchase of Notes and (y) before such loss, claim, expense, damage or liability of time as the relevant Trust shall have advised such Agent results from the fact Agents that such Agent sold Notes to a person as to whom it shall solicitation may be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusresumed.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent the Agents and each person, if any, who controls such an Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, whatsoever arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any a preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an unless such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or Trust by the Agents on behalf of any Agent expressly for use in the Registration Statement (or any amendment thereto) or any such preliminary prospectus or the Prospectus (Prospectus, or any amendment or supplement thereto), was made in reliance upon the Statements of Eligibility under the 1939 Act on Form T-1 of each Trustee under the applicable Indenture; (ii) against any and all loss, liability, claim, damage or and expense arising out whatsoever to the extent of the aggregate amount paid in settlement of any statements in litigation, or omissions from that part any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or Company; and (iii) with respect to against any preliminary prospectus and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above. This indemnity agreement is subject to the condition that, insofar as it relates to any preliminary prospectus, it shall not inure to the benefit of any Agent from whom the person asserting any loss, claimliability, expense, claim or damage purchased the Notes which are the subject thereof (or liability to the benefit of any person who controls such Agent) if such Agent results from the fact that such Agent sold Notes failed to a person as to whom it shall be established by the Company and the Trust that there was not sent send or given, at or prior to the written confirmation of such sale, give a copy of the Prospectus (as amended excluding documents incorporated by reference) to such person prior to or supplemented) together with the written confirmation of the sale of such Notes to such person. In no case shall the Company be liable under this indemnity agreement with respect to any claim made against any Agent or any such controlling person unless the Company shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure so to notify the Company shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The Company shall be entitled to participate at its own expense in the defense, or if it so elects within a reasonable time after receipt of such notice, to assume the defense for any suit brought to enforce any such claim, but if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Agent or Agents or controlling person or persons, defendant or defendants in any case where suit so brought. In the event that the Company elects to assume the defense of any such delivery is required suit and retains such counsel, the Agent or Agents or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel thereafter retained by them. In the event that the parties of any such action (including impleaded parties) include both the Company and one or more Agents and any such Agent shall have been advised by counsel chosen by it and satisfactory to the Company that there may be one or more legal defenses available to it which are different from or additional to those available to the Company, the Company shall not have the right to assume the defense of such action on behalf of such Agent and will reimburse such Agent and any person controlling such Agent as aforesaid for the reasonable fees and expenses of any counsel retained by them, it being understood that the Company shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Agents and controlling persons, which firm shall be designated in writing by the Agents. The Company agrees to notify the Agents within a reasonable time of the assertion of any claim against it, any of its officers or directors or any person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act, if such Agent failed to make reasonable efforts generally consistent in connection with the then prevailing industry practice to effect such delivery and sale of the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the ProspectusNotes.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent the Agents, their respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), selling agents, officers and directors and each person, if any, who controls such an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (x) arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (y) arising out of an any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Agents), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) ), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility reliance upon and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) in conformity with respect to any preliminary prospectus information furnished to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established Company by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) Agents in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectuswriting expressly for use therein.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent of the Agents and each person, if any, who controls such either Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus or the Prospectus (if used within the period set forth in Section 3(e) hereof and as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does the Company will not apply be liable in any such case to (i) the extent that any such loss, liability, claim, damage damage, liability or expense to the extent arising arises out of an or is based upon any untrue statement or omission or such alleged untrue statement or omission (A) which has been made therein or omitted therefrom in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents any Agent expressly for use in the Registration Statement registration statement as originally filed (or any amendment thereto) or any preliminary the prospectus or the Prospectus as originally filed (or any amendment or supplement thereto), ) or (iiB) any loss, liability, claim, damage which has been made or expense arising out omitted from the Statement of any statements in or omissions from that part Eligibility of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Trustee on Form T-1) under , other than any such untrue statement or omission or alleged untrue statement or omission made therein or omitted therefrom in reliance upon information furnished in writing to the 1939 Act of Trustee by the Indenture Trustee or (iii) Company for use therein; the foregoing indemnification with respect to any preliminary prospectus shall not inure to the extent that benefit of any Agent from whom the person asserting any such losslosses, claimclaims, expensedamages or liabilities purchased Notes, damage or liability any person controlling such Agent, if a copy of such Agent results from the fact that such Agent sold Notes to a person Prospectus (as to whom it shall be established by then amended or supplemented if the Company and the Trust that there shall have furnished any amendments or supplements thereto) was not sent or givengiven by or on behalf of such Agent to such person, if such delivery is required by law, at or prior to the written confirmation of the sale of such sale, a copy of Notes to such person and if the Prospectus (as so amended or supplemented) in any case where such delivery is required by would have cured the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities defect giving rise to such Agent and the loss, claim, expensedamage or liability; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or liability investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such Agent results from an untrue statement or omission, or any such alleged untrue statement or omission if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Agents), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with information furnished by the Agents as aforesaid), to the extent that any such expense is not paid under (i) or (ii) above. Insofar as this indemnity may permit indemnification for liabilities under the 1933 Act of any person who is a material fact contained partner of an Agent or who controls an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who, at the date of this Agreement, is a director, officer or controlling person of the Company, such indemnity agreement is subject to the undertaking of the Company in the preliminary prospectus that was corrected in the ProspectusRegistration Statement.

Indemnification of the Agents. The Company Each of the Principal Entities and each Trust agree (only as to itself in connection with the issuance of its series of Notes and not with respect to any other Trust), jointly and severally severally, agrees to indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 9(d) hereof) any such settlement is effected with the written consent of the relevant Trust and the Principal Entities; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under Section 9(a)(i) or Section 9(a)(ii) hereof; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of (A) an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust Principal Entities by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or (iiB) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy use of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if applicable Agent to sell Notes or to solicit offers for the purchase of Notes (x) after such Agent failed time as the Company shall have provided written notice pursuant to make reasonable efforts generally consistent with Section 5(a)(iii) hereof to the then prevailing industry practice Agents to effect such delivery suspend the sale of Notes and the solicitation of offers for the purchase of Notes and (y) before such time as the Company and shall have furnished the Trust has previously furnished Agents with copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement amendment or omission of a material fact contained in supplement to the preliminary prospectus that was corrected in the ProspectusProspectus pursuant to Section 5(a)(iii) hereof.

Indemnification of the Agents. The Each of the Company and each Trust agree (only as to itself in connection with the issuance of its series of Notes and not with respect to any other Trust), jointly and severally severally, agrees to indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 9(d) hereof) any such settlement is effected with the written consent of the relevant Trust and the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under Section 9(a)(i) or Section 9(a)(ii) hereof; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of (A) an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or (iiB) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy use of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if applicable Agent to sell Notes or to solicit offers for the purchase of Notes (x) after such Agent failed time as the Company shall have provided written notice pursuant to make reasonable efforts generally consistent with Section 5(a)(iii) hereof to the then prevailing industry practice Agents to effect such delivery suspend the sale of Notes and the solicitation of offers for the purchase of Notes and (y) before such time as the Company and shall have furnished the Trust has previously furnished Agents with copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement amendment or omission of a material fact contained in supplement to the preliminary prospectus that was corrected in the ProspectusProspectus pursuant to Section 5(a)(iii) hereof.

Indemnification of the Agents. The Each of the Company and each Trust agree (only as to itself in connection with the issuance of its series of Notes and not with respect to any other Trust), jointly and severally severally, agrees to indemnify and hold harmless each Agent Agent, its respective directors and officers and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any Permitted Free Writing Prospectus, any issuer free writing prospectus (as defined in Rule 433 of the 1933 Act Regulations), any issuer information (within the meaning of Rule 433 of the 1933 Act Regulations) filed or required to be filed pursuant to Rule 433(d) of the 1933 Act Regulations or any Time of Sale Prospectus (in each case solely with respect to the applicable Agent(s) for the related series of Notes) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 10(d) hereof) any such settlement is effected with the written consent of the relevant Trust and the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under Section 10(a)(i) or Section 10(a)(ii) hereof; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of (A) an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in any Permitted Free Writing Prospectus or any Time of Sale Prospectus (in each case solely with respect to the applicable Agent(s) for the related series of Notes) or the Registration Statement (or any amendment thereto) or ), any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or (iiB) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy delivery of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if applicable Agent to sell Notes or to solicit offers for the purchase of Notes (x) after such Agent failed time as the relevant Trust shall have provided written notice pursuant to make reasonable efforts generally consistent with Section 4(b) hereof to the then prevailing industry practice Agents to effect suspend the solicitation of offers for the purchase of Notes and (y) before such delivery and time as the Company and the relevant Trust has previously furnished copies thereof in sufficient quantities to shall have advised such Agent and the loss, claim, expense, damage or liability of Agents that such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectussolicitation may be resumed.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent the Agents, their respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), selling agents, officers, directors and each person, if any, who controls such an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of any offering of Shares (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom in any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the documented fees and disbursements of counsel chosen by the Agents), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) ), including any information deemed to be a part thereof pursuant to Rule 430B, or any preliminary prospectus in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), (ii) any lossin each case in reliance upon and in conformity with information furnished to the Company by the Agents in writing expressly for use therein. For the purposes of this Agreement, liability, claim, damage or expense arising out of any statements in or omissions from that part the only information so furnished shall be the names and addresses of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such lossSales Agents, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established unless otherwise agreed by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusparties hereto.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the 1933 Act and Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in order the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does not apply to unless (i1) any loss, liability, claim, damage or expense to the extent arising out of an such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus or (or any amendment or supplement thereto), (ii2) any such loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as then amended or supplemented) supplemented in any case where such delivery is required by the 1933 Act, Act if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities quantity to such Agent and the loss, liability, claim, expense, damage or liability expense of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that Prospectus which was identified in writing at such time to such Agent and corrected in the ProspectusProspectus as then amended or supplemented; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Agents), reasonably incurred in investigating, preparing or defending against any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred, (including, subject to Section 9(c) hereof, the fees and disbursements of counsel) reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that with respect to any Agent, this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents such Agent expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, (ii) any lossfurther, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) this indemnity agreement with respect to any preliminary prospectus shall not inure to the extent that benefit of the Agent from whom the person asserting any such losslosses, claimliabilities, expenseclaims, damage damages or liability expenses purchased Notes, or any person controlling such Agent, if a copy of the Prospectus provided to such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and (as then amended or supplemented if the Trust that there Company shall have furnished any such amendment or supplement thereto, but excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or givengiven by or on behalf of such Agent to such person, if such is required by law, at or prior to the written confirmation of the sale of such sale, a copy of Notes to such person and if the Prospectus (as so amended or supplemented, but excluding documents incorporated or deemed to be incorporated by reference therein) in any case where such delivery is required by would have corrected the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities defect giving rise to such Agent and the loss, liability, claim, damage or expense, damage it being understood that this proviso shall have no application if such defect shall have been corrected in a document which is incorporated or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected deemed to be incorporated by reference in the Prospectus.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; providedand (iii) against any and all expense whatsoever, howeveras incurred, (including, subject to Section 9(c) hereof, the fees and disbursements of counsel) reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents each Agent expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and PROVIDED, (ii) any lossFURTHER, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) this indemnity agreement with respect to any preliminary prospectus shall not inure to the extent that benefit of the Agent from whom the person asserting any such losslosses, claimliabilities, expenseclaims, damage damages or liability expenses purchased Notes, or any person controlling such Agent, if a copy of the Prospectus provided to such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and (as then amended or supplemented if the Trust that there Company shall have furnished any such amendment or supplement thereto, but excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or givengiven by or on behalf of such Agent to such person, if such is required by law, at or prior to the written confirmation of the sale of such sale, a copy of Notes to such person and if the Prospectus (as so amended or supplemented, but excluding documents incorporated or deemed to be incorporated by reference therein) in any case where such delivery is required by would have corrected the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities defect giving rise to such Agent and the loss, liability, claim, damage or expense, damage it being understood that this proviso shall have no application if such defect shall have been corrected in a document which is incorporated or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected deemed to be incorporated by reference in the Prospectus.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by you), as incurred, reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents an Agent expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements made in or omissions from that part of reliance upon the Registration Trustee's Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Trust Indenture Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus filed as an exhibit to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the ProspectusRegistration Statement.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in order the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an unless such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), Prospectus; (ii) against any and all loss, liability, claim, damage or and expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus whatsoever, as incurred, to the extent that of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectus.omission, or any such alleged untrue statement or

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such any Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any Agent), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) and (ii) above; provided, however, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents any Agent expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements made in or omissions from that part of reliance upon the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus filed as an exhibit to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the ProspectusRegistration Statement.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify ----------------------------- and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including, subject to Section 8(c) hereof, the fees and disbursements of counsel chosen by such Agent) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity does agreement shall not apply to (i) any loss, -------- ------- liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements made in or omissions from that part of reliance upon the Registration Trustee's Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus filed as an exhibit to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the ProspectusRegistration Statement.

Indemnification of the Agents. The Company and Trust agree to the Guarantor agree, jointly and severally severally, to indemnify and hold harmless each Agent the Agents and each person, if any, who controls such an Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, whatsoever arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any a preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an unless such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or Trust the Guarantor by the Agents or on behalf of any Agent expressly for use in the Registration Statement (or any amendment thereto) or any such preliminary prospectus or the Prospectus (Prospectus, or any amendment or supplement thereto), was made in reliance upon the Statements of Eligibility under the 1939 Act on Form T-1 of each Trustee under the Indenture; (ii) against any and all loss, liability, claim, damage or and expense arising out whatsoever to the extent of the aggregate amount paid in settlement of any statements in litigation, or omissions from that part any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Registration Statement which constitutes Company and the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or Guarantor; and (iii) with respect to against any preliminary prospectus and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above. This indemnity agreement is subject to the condition that, insofar as it relates to any preliminary prospectus, it shall not inure to the benefit of any Agent from whom the person asserting any loss, claimliability, expense, claim or damage or liability of such Agent results from purchased the fact that such Agent sold Notes to a person as to whom it shall be established by which are the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectus.subject thereof

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in order the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; providedand (iii) against any and all expense whatsoever, howeveras incurred, (including the fees and disbursements of counsel chosen by the Agents) reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above. PROVIDED, HOWEVER, that this indemnity agreement does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectus.information

Indemnification of the Agents. The Company and Trust agree agrees to jointly and indemnify severally indemnify and hold harmless each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage, or and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all reasonable expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by an Agent to the extent authorized in Section 8(c)), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment amendments or supplement supplements thereto), (iiand provided further, however, that the indemnity agreement contained in this subsection 8(a) shall not inure to the benefit of any Agent with respect to any loss, liability, claim, damage or expense arising out from the sale of Notes by such Agent to any statements in or omissions from that part person if all of the Registration Statement which constitutes the Statements of Eligibility and Qualification following occur: (Form T-1x) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes has failed to a person as to whom it shall be established by the Company and the Trust that there was not sent send or given, at or prior to the written confirmation of such sale, give a copy of the Prospectus (excluding documents incorporated by reference), as it may then have been amended or supplemented) in any case where such delivery is required by , to that person at or prior to the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability time of written confirmation of such Agent results from an sale; (y) the untrue statement or alleged untrue statement of a material fact in or omission or alleged omission of a material fact contained in from a previous form of the preliminary prospectus that Prospectus was corrected in the Prospectus, as then amended or supplemented; and (z) such Agent shall have been notified as to such amendment or supplement as set forth herein and the Company shall have delivered copies of the Prospectus, as so amended or supplement, to such Agent.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; providedand (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by you), howeveras incurred, reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; 27 27 PROVIDED, HOWEVER, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents an Agent expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements made in or omissions from that part of reliance upon the Registration Trustee's Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Trust Indenture Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus filed as an exhibit to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the ProspectusRegistration Statement.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; providedand (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by you), howeveras incurred, reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectus.or

Indemnification of the Agents. The Company and Trust agree to Transaction Entities agree, jointly and severally severally, to indemnify and hold harmless each Agent and each person, if any, who controls such any Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (1) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information filed with the Commission pursuant to Rule 430A or Rule 434 of the 1933 Act Regulations (the "Rule 430A Information and the Rule 434 Information") deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; providedprovided that (subject to Section 8(d) below) any such settlement is effected with the written consent of the Operating Partnership; and (3) against any and all expense whatsoever, howeveras incurred (including the fees and disbursements of counsel chosen by such Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (1) or (2) above; PROVIDED, HOWEVER, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust Operating Partnership by the Agents any Agent expressly for use in the Registration Statement (or any amendment thereto) ), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectus.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such an Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and or expense whatsoever, joint or several, as incurred, arising out of an or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in order the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an unless such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through, by or Trust by on behalf of any of the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), to relate to a particular issuance of Notes; (ii) against any and all loss, liability, claim, damage or expense whatsoever, joint or several, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever arising out of or based upon any statements in such untrue statement or omissions from that part omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or Company; and (iii) with respect to against any preliminary prospectus and all expense whatsoever, joint or several, as incurred (including the fees and disbursements of counsel chosen by the Agents), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such loss, claim, expense, damage expense is not paid under (i) or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplementedii) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusabove.

Indemnification of the Agents. The Company and Trust agree to jointly and severally shall indemnify and hold harmless each Agent the Agents, the directors, officers, employees, affiliates and agents of the Agents and each person, if any, who controls such Agent the Agents within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any indemnified party and any third party), to which they, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, liabilities, expenses or damages arise out of an or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an (ii) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does the Company shall not apply be liable to (i) any the extent that such loss, claim, liability, claim, expense or damage or expense arises from the sale of the Shares in the public offering to any person by the extent arising out of Agents and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information relating to the Agents furnished in Schedule 2 hereof to the Company or Trust by the Agents expressly for use inclusion in the Registration Statement (Statement, the Prospectus or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements Permitted Free Writing Prospectus. This indemnity agreement will be in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect addition to any preliminary prospectus to the extent liability that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectusmight otherwise have.

Indemnification of the Agents. The Company and Trust agree to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus prospectus, any Permitted Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust in writing by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus prospectus, any Permitted Free Writing Prospectus, such Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto), ) or (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the ProspectusTrustee.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such any Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; providedand (iii) against any and all expense whatsoever, howeveras incurred (including the fees and disbursements of counsel chosen by any Agent), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) and (ii) above; PROVIDED, HOWEVER, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents any Agent expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements made in or omissions from that part of reliance upon the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus filed as an exhibit to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the ProspectusRegistration Statement.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission omission, or alleged omission therefrom therefrom, of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission omission, or alleged omission therefrom therefrom, of a material fact necessary in order to make the statements therein, in the light of the circumstances circum- stances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission referred to in subsection (i) above, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Trust; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by such Agent), as incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out made in reliance upon the Trustee's Statement of any statements in or omissions from that part of Eligibility incorporated by reference into the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectus.

Indemnification of the Agents. The Company and Trust agree agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) ), or the omission omission, or alleged omission therefrom therefrom, of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission omission, or alleged omission therefrom therefrom, of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does not apply to ; (iii) against any and all loss, liability, claim, damage or and expense whatsoever, as incurred, to the extent arising out of an the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission referred to in subsection (i) above, or any such alleged untrue statement or omission made in reliance upon and in conformity omission, if such settlement is effected with the written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part consent of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or Company; and (iii) with respect to against any preliminary prospectus and all expense whatsoever (including the fees and disbursements of counsel chosen by such Agent), as incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such loss, claim, expense, damage expense is not paid under (i) or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplementedii) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectus.above;

Indemnification of the Agents. The Company and Trust agree Operating Partnership agrees to jointly and severally indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (1) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information filed with the Commission pursuant to Rule 430A of the 1933 Act Regulations (the "Rule 430A Information and the Rule 434 Information") deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arising out of an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; providedprovided that (subject to Section 8(d) below) any such settlement is effected with the written consent of the Operating Partnership; and (3) against any and all expense whatsoever, howeveras incurred (including the fees and disbursements of counsel chosen by such Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (1) or (2) above; PROVIDED, HOWEVER, that this indemnity does agreement shall not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or Trust Operating Partnership by the Agents any Agent expressly for use in the Registration Statement (or any amendment thereto) ), including the 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the preliminary prospectus that was corrected in the Prospectus.