Common use of Indemnification of the Company and the Guarantor Clause in Contracts

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective affiliates, officers, directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh paragraph and (z) ninth, tenth, twelfth and thirteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective affiliates, officers, directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives Representative expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives Representative have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh eighth paragraph and (z) ninth, the tenth, twelfth eleventh, thirteenth and thirteenth fourteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective affiliates, officers, directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh paragraph and (z) ninth, tenth, twelfth ninth and thirteenth tenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective affiliates, officers, directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh paragraph and (z) the ninth, tenth, twelfth and thirteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective affiliates, officers, directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives Representative expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives Representative have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh paragraph and (z) ninth, tenth, twelfth ninth and thirteenth tenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective affiliates, officers, directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the (x) first sentence of the fifth sixth paragraph, (y) the third sentence of the seventh eighth paragraph and (z) ninth, tenth, twelfth eleventh and thirteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless each of the Company and the Guarantor, Guarantor and each of their respective affiliatesdirectors, officers, directors employees, agents, affiliates and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any lossand all losses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, or any such director or controlling person Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Disclosure Package or Registration Statement at any time, any Statutory Prospectus at any time, the Final Prospectus (or any amendment Issuer Free Writing Prospectus or supplement thereto), arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly specifically for use therein; , and to will reimburse the Company and each such director any legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. The Company proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and the Guarantor hereby acknowledge agreed that the only such information that furnished by any Underwriter consists of the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use following information in the Disclosure Package or Final Prospectus furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth information contained in the (x) first sentence of the fifth paragraph, (y) the third sentence of in the seventh eighth paragraph, the eleventh paragraph and (z) ninth, tenth, the twelfth and thirteenth paragraphsparagraph, in each case, case under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.”

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective affiliates, officers, directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the (x) first sentence of the fifth sixth paragraph, (y) the third sentence of the seventh eighth paragraph and (z) ninth, tenth, twelfth eleventh, thirteenth and thirteenth fourteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective affiliates, officers, directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh paragraph and (z) ninth, tenth, tenth and twelfth and thirteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless each of the Company and the Guarantor, Guarantor and each of their respective affiliatesdirectors, officers, directors employees, agents and affiliates and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any lossand all losses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, or any such director or controlling person Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Disclosure Package or Registration Statement at any time, any Statutory Prospectus at any time, the Final Prospectus (or any amendment Issuer Free Writing Prospectus or supplement thereto), arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly specifically for use therein; , and to will reimburse the Company and each such director any legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. The Company proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and the Guarantor hereby acknowledge agreed that the only such information that furnished by any Underwriter consists of the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use following information in the Disclosure Package or Final Prospectus furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth information contained in the (x) first sentence of the fifth paragraph, (y) the third sentence of in the seventh eighth paragraph, the eleventh paragraph and (z) ninth, tenth, the twelfth and thirteenth paragraphsparagraph, in each case, case under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.”

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and Company, the Guarantor, each of their respective affiliatesdirectors, officers, directors their respective officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct to the same extent as the indemnity set forth in paragraph (a) above, against but only with respect to any losslosses, claimclaims, damage, liability damages or expense, as incurred, to which the Companyliabilities that arise out of, or any such director or controlling person may become subjectare based upon, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Disclosure Package or Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the any Pricing Disclosure Package or the Prospectus (or including any amendment or supplement theretoPricing Disclosure Package that has subsequently been amended), in reliance upon it being understood and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledge agreed that the only such information that furnished by any Underwriter consists of the Underwriters through following information in the Representatives have Prospectus furnished to on behalf of each Underwriter: the Company concession and reallowance figures appearing in the third paragraph under the caption “Underwriting”, the information contained in the third and fourth sentences of the eighth paragraph under the caption “Underwriting”, and the Guarantor expressly for use information contained in the Disclosure Package or tenth and eleventh paragraphs under the Prospectus (or any amendment or supplement thereto) are the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh paragraph and (z) ninth, tenth, twelfth and thirteenth paragraphscaption “Underwriting”, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agreeswill indemnify, severally and not jointly, to indemnify and hold harmless each of the Company and the Guarantor, each of their respective affiliatesthe directors, officers, directors employees and agents of each of the Company and the Guarantor, and each person, if any, such person who controls the Company within and the meaning of the Securities Act or the Exchange Act, Guarantor (if any) against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, Company or any such director or controlling person the Guarantor may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package or Basic Prospectus, any Preliminary Prospectus, the Registration Statement, the Pricing Prospectus, the Prospectus (as amended or supplemented or any Issuer Free Writing Prospectus permitted under this Agreement or any other prospectus relating to the Securities, or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading and such losses, claims, damages or liabilities result from a final judgment of a competent court or a settlement which is made in the light of the circumstances under which they were made, not misleadingaccordance with clause (c) below, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or Basic Prospectus, any Preliminary Prospectus, the Registration Statement, the Pricing Prospectus, the Prospectus (as amended or supplemented or any Issuer Free Writing Prospectus or any other prospectus relating to the Securities, or any such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and or the Guarantor by such Underwriter through the Representatives expressly for use therein; and to will reimburse the Company and each such director or controlling person the Guarantor for any legal or other expenses duly documented and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense action or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) claim as such expenses are the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh paragraph and (z) ninth, tenth, twelfth and thirteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.incurred;

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective affiliates, officers, directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives Representative expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives Representative have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh paragraph and (z) ninth, tenth, twelfth ninth and thirteenth tenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective affiliates, officers, directors and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the (x) first sentence of the fifth sixth paragraph, (y) the third sentence of the seventh eighth paragraph and (z) ninth, the tenth, twelfth eleventh, thirteenth and thirteenth fourteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, will severally and not jointly, to jointly indemnify and hold harmless each of the Company and the Guarantor, Guarantor and each of their respective affiliatesdirectors, officers, directors employees, agents, affiliates and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, an “Underwriter Indemnified Party”), against any lossand all losses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, or any such director or controlling person Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Disclosure Package or the Prospectus (or Registration Statement at any amendment or supplement thereto)time, or the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in order any Statutory Prospectus at any time, the Final Prospectus or any Issuer Free Writing Prospectus or the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly specifically for use therein; , and to will reimburse the Company and each such director any legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person Underwriter Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. The Company proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and the Guarantor hereby acknowledge agreed that the only such information that furnished by any Underwriter consists of the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use following information in the Disclosure Package or Final Prospectus furnished on behalf of each Underwriter: the Prospectus (or any amendment or supplement thereto) are the statements set forth information contained in the (x) first sentence of the fifth paragraph, (y) the third sentence of in the seventh eighth paragraph, the eleventh paragraph and (z) ninth, tenth, the twelfth and thirteenth paragraphsparagraph, in each case, case under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.”

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless each of the Company and the Guarantor, each of their respective affiliatesdirectors, officers, directors each of their officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, the Guarantor or any such director director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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 (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Written Communication, any Issuer Free Writing Prospectus, the 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package Registration Statement, any Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such any Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Company, the Guarantor, or any such director director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company Company, the Guarantor, or the Guarantor or any such director director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company and the Guarantor hereby acknowledge acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company and or the Guarantor by any Underwriter expressly for use in the Disclosure Package Registration Statement, any Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in in: (i) the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh first paragraph and (z) ninth, tenth, twelfth and thirteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus, (ii) the information in the fifth paragraph under the caption “Underwriting” in the Prospectus, (iii) the information in the seventh paragraph under the caption “Underwriting” in the Prospectus concerning the Underwriters’ intention to make a market in the Notes and the possible discontinuation of their market-making activities and (v) the information in the tenth, eleventh and twelfth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and Company, the Guarantor, each of their respective affiliatesdirectors, officers, directors employees and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, the Guarantor or any such director director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, 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 thereintherein (with respect to any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus in the light of the circumstances under which they were made, ) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company Company, the Guarantor and each such director director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or Company, the Guarantor or such director director, officer, employees or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company and the Guarantor hereby acknowledge acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use in the Disclosure Package Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are (i) each Underwriter’s name, as set forth on the cover page, the back cover page and in the “Underwriting” section and (ii) the statements set forth in the (x) first sentence of the fifth paragraph, (y) paragraph and the third sentence of the seventh paragraph and (z) ninth, tenth, twelfth and thirteenth paragraphs, in each case, under within the caption “Underwriting” section in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless each of the Company and the Guarantor, each of their respective affiliatesdirectors, officers, directors each of their officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, the Guarantor or any such director director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package 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 (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Additional Written Communication, any Issuer Free Writing Prospectus, the 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package Registration Statement, any Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and or the Guarantor by such any Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each Company, the Guarantor, or any such director director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company Company, the Guarantor, or the Guarantor or any such director director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company and the Guarantor hereby acknowledge acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company and or the Guarantor by any Underwriter expressly for use in the Disclosure Package Registration Statement, any Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in in: (i) the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh first paragraph and (z) ninth, tenth, twelfth and thirteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus, (ii) the information in the fifth paragraph under the caption “Underwriting” in the Prospectus, (iii) the information in the seventh paragraph under the caption “Underwriting” in the Prospectus concerning the Underwriters’ intention to make a market in the Notes and the possible discontinuation of their market-making activities and (iv) the information in the tenth, eleventh and twelfth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agreesUnderwriter, severally and not jointly, agrees to indemnify and hold harmless each of the Company and the Guarantor, each of their respective affiliatesdirectors, officers, directors employees, Affiliates and agents and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, or any such director or controlling person each indemnified party may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement or any amendment thereto, or the omission or alleged omission to state in the Registration Statement or any amendment thereto a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of material fact included in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Additional Written Communication, the Disclosure Package 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, in each case of clause (i) or (ii) above, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company and the Guarantor in writing by such Underwriter through the Representatives expressly for use therein; therein and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable, documented and to reimburse the Company and each such director out-of-pocket legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person each indemnified party in connection with investigating, defendinginvestigating or defending against, settling, compromising or paying appearing as a third party witness in connection with any such loss, claim, damage, liability, expense liability or actionaction in respect thereof. The Each of the Company and the Guarantor hereby acknowledge acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor in writing by any Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Additional Written Communication, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto are the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh paragraph and (z) ninth, tenth, twelfth and thirteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth provided for in this Section 8(b) shall will be in addition to any liabilities liability that each Underwriter the Underwriters may otherwise havehave to the indemnified parties. The Underwriters shall not be liable under this Section 8(b) for any settlement of any claim or action effected without their consent, which shall not be unreasonably withheld.

Indemnification of the Company and the Guarantor. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each of the Guarantor, Guarantors and each of their respective affiliates, officers, directors and each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct to the same extent as the indemnity set forth in paragraph (a) above, against but only with respect to any losslosses, claimclaims, damagedamages, liability liabilities or expense, as incurred, to which the Companyexpenses that arise out of, or any such director or controlling person may become subjectare based upon, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement or alleged omission of a material fact contained in the Disclosure Package Registration Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act), any Issuer Free Writing Prospectus, 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was ) made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such any Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each the Guarantors, or any such director director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company and the Guarantors, or the Guarantor or any such director director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor Guarantors hereby acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company and through the Guarantor Representatives expressly for use in the Disclosure Package Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are ), consists of the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh paragraph and (z) the ninth, tenth, twelfth tenth and thirteenth paragraphs, in each case, eleventh paragraphs under the caption heading “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantor. Each Underwriter agreeswill indemnify, severally and not jointly, to indemnify and hold harmless each of the Company and the Guarantor, each of their respective affiliatesthe directors, officers, directors employees and agents of each of the Company and the Guarantor, and each person, if any, such person who controls the Company within and the meaning of the Securities Act or the Exchange Act, Guarantor (if any) against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, Company or any such director or controlling person the Guarantor may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Disclosure Package or Registration Statement, the Prospectus, the Prospectus (as amended or supplemented or any other prospectus relating to the Securities, or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading and such losses, claims, damages or liabilities result from a final judgment of a competent court or a settlement which is made in the light of the circumstances under which they were made, not misleadingaccordance with clause (c) below,, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Disclosure Package or Registration Statement, the Prospectus, the Prospectus (as amended or supplemented or any other prospectus relating to the Securities, or any such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and or the Guarantor by such Underwriter through the Representatives expressly for use therein; and to will reimburse the Company and each such director or controlling person the Guarantor for any legal or other expenses duly documented and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense action or action. The Company and the Guarantor hereby acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor expressly for use in the Disclosure Package or the Prospectus (or any amendment or supplement thereto) claim as such expenses are the statements set forth in the (x) first sentence of the fifth paragraph, (y) the third sentence of the seventh paragraph and (z) ninth, tenth, twelfth and thirteenth paragraphs, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.incurred;

Indemnification of the Company and the Guarantor. Each Underwriter agreesUnderwriter, severally and not jointly, agrees to indemnify and hold harmless each of the Company and the Guarantor, each of their respective affiliatesdirectors, officers, directors employees, Affiliates and agents and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, or any such director or controlling person each indemnified party may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement or any amendment thereto, or the omission or alleged omission to state in the Registration Statement or any amendment thereto a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of material fact included in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Additional Written Communication, the Disclosure Package 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, in each case of clause (i) or (ii) above, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company and the Guarantor in writing by such Underwriter through the Representatives expressly for use therein; and therein and, subject to reimburse the Company and each such director limitation set forth immediately preceding this clause, will reimburse, any legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company or the Guarantor or such director or controlling person each indemnified party in connection with investigating, defendinginvestigating or defending against, settling, compromising or paying appearing as a third party witness in connection with any such loss, claim, damage, liability, expense liability or actionaction in respect thereof. The Each of the Company and the Guarantor hereby acknowledge acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company and the Guarantor in writing by any Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Additional Written Communication, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto are the statements set forth in (i) the first paragraph under the caption “Underwriting—Commissions and Discounts” in the Pricing Preliminary Prospectus and the Prospectus and (x) first sentence of the fifth paragraph, (yii) the third sentence of the seventh first paragraph and (z) ninth, tenth, twelfth and thirteenth paragraphs, in each case, under the caption “Underwriting—New Issue of Notes” in the Pricing Preliminary Prospectus and the Prospectus. The indemnity agreement set forth provided for in this Section 8(b) shall will be in addition to any liabilities liability that each Underwriter the Underwriters may otherwise havehave to the indemnified parties. The Underwriters shall not be liable under this Section 8(b) for any settlement of any claim or action effected without their consent, which shall not be unreasonably withheld.