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

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)) or any Non-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are the following statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 the 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary preliminary prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus free writing prospectus or the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company by any the Underwriter through the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have Underwriter has furnished to the Company expressly for use in the Registration Statement, any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth in the ninth paragraph under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Final Prospectus Supplement. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Issuer Free Writing Prospectus, any Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)) or any Non-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Underwriters through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have Representative, no behalf of the Underwriters, has furnished to the Company expressly for use in the Registration Statement, any Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; in the third and fourth sentences of paragraph under the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.caption

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, officer or controlling person may become subject, under the Securities Act, the Exchange Act, 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary Prospectuspreliminary prospectus, the Time of Sale Prospectus or any Issuer Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus (or any amendment or supplement thereto), to the foregoing) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary preliminary prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus free writing prospectus or the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company by any the Underwriter through the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have Underwriter has furnished to the Company expressly for use in the Registration Statement, any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth in the first sentence of the fourth paragraph, the first two sentences of the first paragraph under the title “Commissions and Expenses” and the statements in the first and fourth paragraphs immediately below the title “Stabilization,” in each case under the caption “Underwriting,” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, the information contained in the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such any Issuer Free Writing Prospectus Prospectus, the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in (i) the second paragraph under the subsection “Price Stabilization and Short Positions” under the caption “Underwriting” in the Prospectus and (ii) the first sentence under the subsection “Commissions and Discounts” under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such any Issuer Free Writing Prospectus 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 by any Underwriter through the Representative BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth (A) as the last two paragraphs on the inside front cover page of the Prospectus and (B) the following sections under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with table in the phrase “The underwriters initially propose...”; first paragraph, the third sentences related to concessions, discounts and fourth sentences of reallowances, the seventh paragraph of text that begins with paragraphs related to stabilization, syndicate covering transactions and penalty bids, the phrase “The notes are a new issue of securities...” ; and (iii) representations relating to offerings in the eighth paragraph of text that begins with European Union, including the phrase “In connection with the offering...”United Kingdom. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or any filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Preliminary Prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or on behalf of Fxxxxx expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying (subject to paragraph (d) below) any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have Fxxxxx has furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Marketing Material, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary preliminary prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Marketing Material, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have Representative has furnished to the Company expressly for use in the Registration Statement, any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Marketing Material, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph and the third sentence in the fourth paragraph, and (z) the first sentence in the first paragraph and the first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, officer or controlling person may become subject, 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 or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based (i) upon 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 part thereof pursuant to Rule 430B or supplement theretoRule 430C under the Securities Act, 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 (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing Prospectus 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 case, to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such any Issuer Free Writing Prospectus 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 by any Underwriter through the Representative Representatives expressly for use therein; , and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the Prospectus and the preliminary prospectus (A) in the last sentence on the front cover page related to the expected delivery date of the Notes to investors and (B) in the table after the first paragraph and in the third, fifth and eighth paragraphs under the caption “Underwriting.” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, officer or controlling person may become subject, 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 or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based (i) upon 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 part thereof pursuant to Rule 430B or supplement theretoRule 430C under the Securities Act, 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 Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing Prospectus 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the Prospectus and any preliminary prospectus in (A) the last sentence on the cover page relating to the expected delivery of the Securities to investors, (B) the third and fourth paragraphs under the caption “Underwriting” in the Prospectus: (iC) the fourth paragraph of text that begins with two last sentences relating to Rule 2710 under the phrase caption “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...Underwriting – Conflicts/Affiliates” ; and (iiiD) the eighth paragraph of text that begins with statements under the phrase caption “In connection with the offering...”. Underwriting – Stabilization.” The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430 or Rule 434 under the Securities Act or, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectusany preliminary prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, Loss to which the Company, Company or any such 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 the Underwriter), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon (iA) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (iiB) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) or any Issuer Free Writing Prospectus, or arises out of or is 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 therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Preliminary Prospectus, such Issuer Free Writing Prospectus or the General Disclosure Package, the Prospectus (or any amendment or supplement thereto)) or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising compromising, or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Loss. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the fourth paragraph concerning the terms of the offering by the Underwriters and the sixteenth and seventeenth paragraphs concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters, each under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Company has used, referred to or any filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary preliminary prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Road Show, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or any such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Representatives and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Road Show, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are (i) the following statements set forth first sentence of the fourth paragraph and the third sentence of the fifth paragraph under the caption “UnderwritingUnderwriting (Conflicts of Interest),” in the Prospectus: (iii) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth first four sentences of the seventh first paragraph under the caption “Underwriting (Conflicts of text that begins with the phrase “The notes are a new issue of securities...Interest)—Commission and Expenses,” ; and (iii) the eighth paragraph of text that begins with statements concerning the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.option granted to

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished in writing to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company in writing expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the third paragraph, the third sentence of the seventh paragraph and the eighth paragraph, each under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, Loss to which the Company, or any such 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 the Underwriter), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the the Prospectus (or any amendment or supplement thereto), or arises out of or is 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 therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising compromising, or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Loss. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act 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 (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus 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, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectusany preliminary prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, and each such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer officer, or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.or

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the third paragraph and the seventh paragraph under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary the Time of Sale Prospectus, such Issuer Free Writing Prospectus free writing prospectus or the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters Representatives have furnished to the Company expressly for use in the Registration Statement, any Preliminary the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth in paragraphs under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Final Prospectus Supplement. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished in writing to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the third paragraph, the third sentence of the seventh paragraph and the eighth paragraph, each under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such 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 the Representatives), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus (including the Final Term Sheet required to be prepared and filed pursuant to Section 3(k) hereof), 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, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such 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 by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, Company and each such director, officer or and controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel (in addition to a single firm of local counsel) chosen by the Company) as such expenses are reasonably incurred by the Company, Company or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the following amount of Notes anticipated to be sold to institutions set forth in the third sentence of footnote (2) on the cover page of the Prospectus and the statements set forth in the third paragraph, the second sentence of the eighth paragraph, the tenth paragraph, the eleventh paragraph, the first sentence of the twelfth paragraph, the last three sentences of the thirteenth paragraph and the seventeenth paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, Rxxxxxx Jxxxx agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expenseLoss, as incurred, to which the Company, or any such 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, subject to Section 10(d) below), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any Preliminary Prospectusfree writing prospectus that the Company has used, any Issuer Free Writing Prospectus referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or on behalf of Rxxxxxx Jxxxx expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including reasonable costs of investigation and the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense Loss or action. The Company hereby acknowledges that the only such information that the Underwriters have Rxxxxxx Jxxxx has furnished to the Company expressly for use in the Registration Statement, any Preliminary the Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the eighth paragraph under the caption “UnderwritingPlan of Distribution” in the Prospectus: (i) Prospectus Supplement dated November 7, 2024 relating to the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Shares. The indemnity agreement set forth in this Section 6(b10(b) shall be in addition to any liabilities that each Underwriter may Rxxxxxx Jxxxx xxx otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing the Time of Sale Prospectus or the Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectuspreliminary prospectus, such Issuer Free Writing the Time of Sale Prospectus or the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable and documented expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have Representative has furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectuspreliminary prospectus, any Issuer Free Writing the Time of Sale Prospectus or the Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth in the first two sentences of the first paragraph under the section entitled “Commission and Expenses”, the first sentence of the first paragraph under the section entitled “Stabilization”, the second and third sentences of the second paragraph under the section entitled “Stabilization”, the second and third sentences of the third paragraph under the section entitled “Stabilization” and the sixth paragraph under the section entitled “Stabilization”, each under the caption “Underwriting” in the Prospectus: (i) Preliminary Prospectus Supplement and the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Final Prospectus Supplement. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Issuer, each of its directors, its each of the Company's officers who signed the Registration Statement and each person, if any, who controls the Company any Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Companysuch Issuer, or any such 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 the 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectusany preliminary prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company Issuers by any the Underwriter through the Representative expressly for use therein; and to reimburse the Companysuch Issuer, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company18 23 such Issuer, or any such 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 Issuers hereby acknowledges acknowledge that the only information that the Underwriters have Underwriter has furnished to the Company Issuers expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth (A) as the first sentence of the last paragraph of text on the cover page of the Prospectus concerning the terms of the offering by the Underwriter, (B) the paragraph on the inside front cover page of the Prospectus concerning stabilization by the Underwriter and (C) the third paragraph and the last sentence of the fifth paragraph under the caption “"Underwriting” " in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text Underwriter confirm that begins with the phrase “In connection with the offering...”such statements are correct. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such any Issuer Free Writing Prospectus 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 by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the section entitled “Stabilization and Short Positions” concerning stabilization transactions by the Underwriters and in the section entitled “Commissions and Expenses” under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Company has used, referred to or any filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such the Preliminary Prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Road Show, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Representatives and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Road Show, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth (A) in the first paragraph under the caption “Underwriting—Commissions and Expenses” and (B) the first sentence of the first paragraph under the caption “Underwriting—Stabilization” in the Prospectus: (i) Company’s Preliminary Prospectus dated [—], 2011 and the fourth paragraph of text that begins with Prospectus dated [—], 2011 relating to the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Offered Shares. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agreesUnderwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of 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, officer officer, or controlling person may become subject, under the Act, the Exchange Act, or other federal, state statutory law or regulation, or at common law or otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto) of any Non-IFWP Road Show, or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto)) or any Non-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use thereintherein (as identified in (c) below); and to reimburse the Company, or any such director, officer, or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Companyperson, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agreesUnderwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each personcontrolling person of the Company, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any losslosses, claimclaims, damagedamages, liability liabilities or expenseexpenses, as incurred, to which the Company, or any such 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 the Representative), insofar as such losslosses, claimclaims, damagedamages, liability liabilities or expense expenses (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Registration Statement, the General Disclosure Package, the Prospectus, or any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the General Disclosure Package, 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 to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such preliminary prospectus, the Registration Statement, the General Disclosure Package, the Prospectus or such Preliminary individual Issuer-Represented Limited-Use Free Writing Prospectus, such Issuer Free Writing Prospectus or when considered together with the Prospectus (General Disclosure Package, or any such amendment or supplement thereto)supplement, in reliance upon and in conformity with written information furnished to the Underwriters’ Information; and will reimburse the Company by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, each such director, officer or and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, Company or such 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 hereby acknowledges that the only information that the Underwriters Representative have furnished to the Company expressly for use in the Registration Statement, any Preliminary the General Disclosure Package, the Prospectus, or any Issuer individual Issuer-Represented Limited-Use Free Writing Prospectus Prospectus, or the Prospectus (or any amendment or supplement theretoto the foregoing) are is the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise haveUnderwriters’ Information.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, 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 Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing preliminary prospectus, the Statutory 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such any Issuer Free Writing Prospectus 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 by any Underwriter or through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companyperson so indemnified) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth (A) in the table in the first paragraph under the caption “"Underwriting” " in the Statutory Prospectus and the Prospectus: ; (iB) in the fourth paragraph of text that begins with first and second paragraphs in the phrase “The underwriters initially propose...”section entitled "Public Offering Price, Commissions and Discounts and Offering Expenses" under the caption "Underwriting" in the Statutory Prospectus and the Prospectus; (C) in the third section entitled "Stabilization and fourth sentences of Short Positions" under the seventh paragraph of text that begins with caption "Underwriting" in the phrase “The notes are a new issue of securities...” Statutory Prospectus and the Prospectus; and (iiiD) in the eighth paragraph of text section entitled "Discretionary Accounts" under the caption "Underwriting" in the Statutory Prospectus and the Prospectus; and the Underwriters confirm that begins with the phrase “In connection with the offering...”such statements are true and not misleading. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Company’s directors, its each of the Company’s officers and employees who signed the Registration Statement 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, officer officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such 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 by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and all other expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the table in the fourth paragraph, in the sixth paragraph and tenth, eleventh, twelfth and fourteenth paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text Underwriters confirm that begins with the phrase “In connection with the offering...”such statements are correct. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, Rxxxxxx Jxxxx agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expenseLoss, as incurred, to which the Company, or any such 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, subject to Section 10(d) below), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any Preliminary Prospectusfree writing prospectus that the Company has used, any Issuer Free Writing Prospectus referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or on behalf of Rxxxxxx Jxxxx expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including reasonable costs of investigation and the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense Loss or action. The Company hereby acknowledges that the only such information that the Underwriters have Rxxxxxx Jxxxx has furnished to the Company expressly for use in the Registration Statement, any Preliminary the Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the eighth paragraph under the caption “UnderwritingPlan of Distribution” in the Prospectus: (i) Prospectus Supplement dated February 28, 2020 relating to the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Shares. The indemnity agreement set forth in this Section 6(b10(b) shall be in addition to any liabilities that each Underwriter may Rxxxxxx Jxxxx xxx otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Company has used, referred to or any filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such the Preliminary Prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Road Show, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Representatives and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Road Show, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the [first sentence of the fourth] paragraph under the caption “Underwriting” under the caption “Underwriting—Stabilization” in the Prospectus: (i) Company’s Preliminary Prospectus dated [•], 2013 and the fourth paragraph of text that begins with Prospectus dated [•], 2013 relating to the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Offered Shares. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the third paragraph, the third sentence of the seventh paragraph and the eighth paragraph under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Company’s directors, its each of the Company’s officers and employees who signed the Registration Statement 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, officer officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such 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 by any Underwriter through the Representative expressly for use thereinInformation; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and all other expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary Prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, any Issuer Free Writing Prospectus Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectusfree writing prospectus, such Issuer Free Writing Prospectus Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have Representative has furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectusfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Issuer Free Writing Prospectus Section 5(d) Written Communication or the Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth in the first and second sentences of the third paragraph and the fourth paragraph under the caption “Underwriting,” the first two sentences of the first paragraph below the title “Commission and Expenses,” the first sentence of the first paragraph, the third sentence of the second paragraph and the first sentence of the sixth paragraph below the title “Stabilization” and the first sentence of the paragraph below the title “Electronic Distribution,” in each case under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Final Prospectus Supplement. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, its each of their directors, its each of their officers who signed the Registration Statement and each person, if any, who controls the Company or one of the Notes Guarantors 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such any Issuer Free Writing Prospectus 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 by any the Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have Underwriter has furnished to the Company expressly for use in the Registration Statement, any Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the third, eighth, and tenth paragraphs under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, or the Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary the Time of Sale Prospectus, such Issuer Free Writing Prospectus free writing prospectus, or the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionaction as such expenses are incurred by the Company, or any such director, officer or controlling person and after the indemnifying party receives a written invoice for such expenses in reasonable detail. The Company hereby acknowledges that the only information that the Underwriters Representatives have furnished to the Company expressly for use in the Registration Statement, any Preliminary the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth in the first sentence of the third paragraph under the caption “Underwriting,” the first two sentences of the first paragraph under the caption “Commissions and Expenses,” and the first sentence of the first paragraph under the caption “Stabilization,” each under the section “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Final Prospectus Supplement. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Company has used, referred to or any filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such the Preliminary Prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Road Show, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Representatives and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Road Show, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the [first sentence under the caption “Underwriting” Underwriting (Conflicts of Interest)—Commissions and Discounts”], the [sentence under the caption “Underwriting (Conflicts of Interest)—Discretionary Sales”] and the [first sentence under the caption “Underwriting (Conflicts of Interest) – Stabilization”] in the Prospectus: (i) Company’s Preliminary Prospectus dated [•], 2013 and the fourth paragraph of text that begins with Prospectus dated [•], 2013 relating to the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Offered Shares. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such any Issuer Free Writing Prospectus 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 by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Issuer Free Writing Prospectus, any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in (A) the table in the first paragraph, (B) the first four sentences of the third paragraph (C) the subsection “Stabilization”, (D) the subsection “Discretionary Accounts”, and (E) the subsection “Online Offering”, all under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agreesUnderwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such 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 upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary ProspectusCompany 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 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, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectusany Company Additional Written Communication, such 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 by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) other expense reasonably incurred as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary ProspectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in: (i) the third paragraph in the text under the caption “Underwriting” in the Prospectus: Preliminary Prospectus and the Prospectus concerning the terms of the offering, including the concession and reallowance to certain dealers, by the Underwriters; (iii) the fourth eighth paragraph of text that begins with under the phrase caption “The underwriters initially propose...”; Underwriting” in the third Preliminary Prospectus and fourth sentences of the seventh paragraph of text that begins with Prospectus relating to over-allotment and stabilization by the phrase “The notes are a new issue of securities...” Underwriters; and (iii) the eighth tenth paragraph of text that begins with under the phrase caption “In connection with Underwriting” in the offering...”Preliminary Prospectus and the Prospectus relating to penalty bids which may be imposed by the Underwriters. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Company has used, referred to or any filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such the Preliminary Prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Road Show, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Representatives and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Road Show, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth (A) in the first paragraph under the caption “UnderwritingUnderwriting (Conflicts of Interest)—Commissions and Expenses” and (B) the first sentence of the first paragraph under the caption “Underwriting (Conflicts of Interest)—Stabilization” in the Prospectus: (i) Company’s Preliminary Prospectus Supplement dated March 14, 2013 and the fourth paragraph of text that begins with Prospectus Supplement dated March 14, 2013 relating to the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Offered Shares. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Underwriters agree to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 the Underwriters), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary preliminary prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus free writing prospectus or the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to the Underwriters furnished to the Company by any Underwriter through the Representative Underwriters or their counsel in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters or their counsel have furnished to the Company expressly for use in the Registration Statement, any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements regarding delivery of the Shares and Warrants by the Underwriters set forth on the cover page, the concession figure appearing under the sub-caption “Commissions and Discounts” under the caption “Underwriting,” the information regarding stabilizing transactions and passive market making contained under the sub-caption “Price Stabilization and Short Positions” under the caption “Underwriting” and the information regarding internet distribution contained under the sub-caption “Electronic Distribution” under the caption “Underwriting,” each in the Prospectus: (i) Preliminary Prospectus Supplement and the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Final Prospectus Supplement. The indemnity agreement set forth in this Section 6(b11(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, Rxxxxxx Jxxxx agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expenseLoss, as incurred, to which the Company, or any such 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, subject to Section 10(d) below), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any Preliminary Prospectusfree writing prospectus that the Company has used, any Issuer Free Writing Prospectus referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or on behalf of Rxxxxxx Jxxxx expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including reasonable costs of investigation and the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense Loss or action. The Company hereby acknowledges that the only such information that the Underwriters have Rxxxxxx Jxxxx has furnished to the Company expressly for use in the Registration Statement, any Preliminary the Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the eighth paragraph under the caption “UnderwritingPlan of Distribution” in the Prospectus: (i) Prospectus Supplement dated March 13, 2024 relating to the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Shares. The indemnity agreement set forth in this Section 6(b10(b) shall be in addition to any liabilities that each Underwriter may Rxxxxxx Jxxxx xxx otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, Rxxxxxx Jxxxx agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expenseLoss, as incurred, to which the Company, or any such 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, subject to Section 10(d) below), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any Preliminary Prospectusfree writing prospectus that the Company has used, any Issuer Free Writing Prospectus referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or on behalf of Rxxxxxx Jxxxx expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including reasonable costs of investigation and the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense Loss or action. The Company hereby acknowledges that the only such information that the Underwriters have Rxxxxxx Jxxxx has furnished to the Company expressly for use in the Registration Statement, any Preliminary the Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the eighth paragraph under the caption “UnderwritingPlan of Distribution” in the Prospectus: (i) Prospectus Supplement dated March 24, 2023 relating to the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Shares. The indemnity agreement set forth in this Section 6(b10(b) shall be in addition to any liabilities that each Underwriter may Rxxxxxx Jxxxx xxx otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Company has used, referred to or any filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such the Preliminary Prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Road Show, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Representatives and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Road Show, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth (A) in the first paragraph under the caption “Underwriting—Commissions and Discounts” and (B) the first sentence of the first paragraph and the second sentence in the second paragraph under the caption “Underwriting—Stabilization” in the Prospectus: (i) Company’s Preliminary Prospectus dated June 11, 2012 and the fourth paragraph of text that begins with Prospectus dated June 13, 2012 relating to the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Offered Shares. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the fourth paragraph concerning the terms of the offering by the Underwriters and the seventeenth, eighteenth and nineteenth paragraphs concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters, each under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Company has used, referred to or any filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such the Preliminary Prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Road Show, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Representatives and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Road Show, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth (A) in the first paragraph under the caption “Underwriting—Commissions and Discounts” and (B) the first sentence of the first paragraph and the second sentence in the second paragraph under the caption “Underwriting—Stabilization” in the Prospectus: (i) Company’s Preliminary Prospectus dated June [_], 2012 and the fourth paragraph of text that begins with Prospectus dated June [__], 2012 relating to the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Offered Shares. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agreesThe Agent, the Forward Seller and the Forward Purchaser severally and not jointly, agree to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, insofar as such lossunder the Securities Act, claimthe Exchange Act, damageor other federal or state statutory law or regulation, liability or expense the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (or actions including in respect thereof as contemplated below) settlement of any litigation), arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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; but, in for each case to the extentof (i) and (ii) above, and only to the extent, that such extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Agent, the Forward Seller and the Forward Purchaser expressly for use in the Registration Statement, any such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon it being understood and in conformity with written agreed that the only such information furnished by the Agent, the Forward Seller and the Forward Purchaser to the Company by any Underwriter through consists of the Representative expressly for use therein; first sentence of the first paragraph under the caption “Plan of Distribution—Other Relationships” in the Prospectus, and to reimburse the Company, Company and each such director, officer or and controlling person for any and all expenses (including the reasonable and documented fees and disbursements of one counsel chosen by the Company) as such expenses are reasonably incurred by the CompanyCompany or such officer, such director, officer director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter the Agent, the Forward Seller and the Forward Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Marketing Material, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary preliminary prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Marketing Material, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have Representative has furnished to the Company expressly for use in the Registration Statement, any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Marketing Material, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth under the caption heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph, the third sentence in the fourth paragraph, the fifth paragraph (except for the last sentence therein), and (z) the first sentence in the first paragraph, the third sentence in the second paragraph and the first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agreesUnderwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such 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 upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary ProspectusCompany 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 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, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectusany Company Additional Written Communication, such 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 by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) other expense reasonably incurred as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company by any Underwriter through the Representative expressly for use in the Registration Statement, any Preliminary ProspectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectusin: (i) the fourth third paragraph in the text under the caption “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus and the Prospectus concerning the terms of the offering, including the concession and reallowance to certain dealers, by the Underwriters; (ii) the fifth paragraph of text that begins with under the phrase caption “The underwriters initially propose...”; Underwriting (Conflicts of Interest)” in the third Preliminary Prospectus and fourth sentences of the seventh paragraph of text that begins with Prospectus relating to over-allotment and stabilization by the phrase “The notes are a new issue of securities...” Underwriters; and (iii) the eighth sixth paragraph of text that begins with under the phrase caption “In connection with Underwriting (Conflicts of Interest)” in the offering...”Preliminary Prospectus and the Prospectus relating to penalty bids which may be imposed by the Underwriters. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the third paragraph, the third sentence of the sixth paragraph and the seventh paragraph under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agreesof the Underwriters, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each personcontrolling person of the Company, 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, or the Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary preliminary prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus free writing prospectus or the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to the Underwriters furnished to the Company by any Underwriter through the Representative on behalf of the Underwriters in writing expressly for use therein; and to reimburse the Company, Company and each such director, officer or and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, Company or such 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 hereby acknowledges that the only information that the Underwriters have Representative, on behalf of the Underwriters, has furnished to the Company expressly for use in the Registration Statement, any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433 of the Securities Act, or the Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth in the fourth paragraph, the fourth and fifth sentences of the ninth paragraph, under the caption subheading “—Short Sales, Stabilizing Transactions and Penalty Bids”, under the subheading “—Other Relationships,” and under the subheading “—Selling Restrictions,” in each case set forth therein under the heading “Underwriting” in the Prospectus: (i) Preliminary Prospectus Supplement and the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Final Prospectus Supplement. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter the Underwriters may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the third paragraph, the third sentence of the seventh paragraph and the eighth paragraph, each under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agreesUnderwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such 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 upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary ProspectusCompany 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 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, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectusany Company Additional Written Communication, such 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 by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) other expense reasonably incurred as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary ProspectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectusin: (i) the fourth third paragraph in the text under the caption “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus and the Prospectus concerning the terms of the offering, including the concession and reallowance to certain dealers, by the Underwriters; (ii) the fifth paragraph of text that begins with under the phrase caption “The underwriters initially propose...”; Underwriting (Conflicts of Interest)” in the third Preliminary Prospectus and fourth sentences of the seventh paragraph of text that begins with Prospectus relating to over-allotment and stabilization by the phrase “The notes are a new issue of securities...” Underwriters; and (iii) the eighth sixth paragraph of text that begins with under the phrase caption “In connection with Underwriting (Conflicts of Interest)” in the offering...”Preliminary Prospectus and the Prospectus relating to penalty bids which may be imposed by the Underwriters. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agreesUnderwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, person who controls the Company within the meaning of either the Securities Act or the Exchange Act, Act against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which the Company, they or any such director, officer or controlling person of them may become subjectsubject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or 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 material fact contained in the Registration StatementStatement for the registration of the Notes as originally filed or in any amendment thereof, or in any preliminary prospectus or the Prospectus, or in any amendment thereof 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 to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company as identified below by any or on behalf of such Underwriter through the Representative expressly Representatives specifically for use therein; inclusion in the documents referred to in the foregoing indemnity, and each Underwriter, severally and not jointly, agrees to reimburse the Companyeach such indemnified party, such directoras incurred, officer or controlling person for any and all legal or other expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such director, officer or controlling person them in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense liability or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The This indemnity agreement set forth in this Section 6(b) shall will be in addition to any liabilities that each liability which any Underwriter may otherwise have. The Company acknowledges that (i) the statements set forth in the last paragraph of the cover page regarding delivery of the Notes and, under the heading “Underwriting”, (ii) the list of Underwriters and their respective participation in the sale of the Notes, (iii) the sentence related to concessions and (iv) the paragraphs related to stabilizing transactions in any preliminary prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any preliminary prospectus or the Prospectus. The Underwriters confirm that such statements are accurate. This indemnity agreement will be in addition to any liability which the Underwriters may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Underwriter(s) agree to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statements 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, officer or controlling person may become subject, under the 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 the Underwriter(s)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatements, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementStatements, such Preliminary Prospectus, such 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 by any Underwriter through the Representative Underwriter(s) expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters Underwriter(s) have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statements or the Prospectus (or any amendment or supplement thereto) are the following statements set forth as the [paragraph numbers will be inserted] paragraphs under the caption “"Underwriting” " in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.Prospectus Supplement [if other

Indemnification of the Company, its Directors and Officers. Each The ---------------------------------------------------------- Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of 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, 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 the Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (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 to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectusany preliminary prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any or on behalf of the Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer officer, or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer officer, or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, Rxxxxxx Jxxxx agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expenseLoss, as incurred, to which the Company, or any such 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, subject to Section 10(d) below), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any Preliminary Prospectusfree writing prospectus that the Company has used, any Issuer Free Writing Prospectus referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or on behalf of Rxxxxxx Jxxxx expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including reasonable costs of investigation and the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense Loss or action. The Company hereby acknowledges that the only such information that the Underwriters have Rxxxxxx Jxxxx has furnished to the Company expressly for use in the Registration Statement, any Preliminary the Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the eighth paragraph under the caption “UnderwritingPlan of Distribution” in the Prospectus: (i) Prospectus Supplement dated February 25, 2021 relating to the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Shares. The indemnity agreement set forth in this Section 6(b10(b) shall be in addition to any liabilities that each Underwriter may Rxxxxxx Jxxxx xxx otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary the Time of Sale Prospectus, such Issuer Free Writing Prospectus free writing prospectus or the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have Representatives has furnished to the Company expressly for use in the Registration Statement, any Preliminary the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences first sentence of the seventh fifth paragraph of text that begins with and the phrase “The notes are a new issue of securities...” ; and (iii) fourteenth paragraph, in each case, in the eighth paragraph of text that begins with the phrase “In connection with the offering...”Final Prospectus Supplement. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 the 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary preliminary prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus free writing prospectus or the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company by any the Underwriter through the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters Underwriter have furnished to the Company expressly for use in the Registration Statement, any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement theretoto the foregoing) are consists of the following statements information set forth in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the third paragraph under the caption “Underwriting—Commissions and Discounts”, the information contained in first paragraph under the caption “Underwriting—Price Stabilization” in and the Prospectus: (i) information contained under the fourth paragraph of text that begins with the phrase caption “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...Underwriting—Passive Market Making.” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment or supplement thereto), including any information deemed to be a part thereof pursuant to Rule 497 and Rule 430C under the Securities Act, 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 Preliminary the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus or when considered together with the Pricing Information, 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, and only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary the Pre-Pricing Prospectus, such Issuer Free Writing Prospectus when considered together with the Pricing Information, or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any such Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have Underwriter has furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing the Pre-Pricing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the [ ], [ ], [ ], [ ], [ ], [ ], [ ] and [ ] paragraphs under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text Underwriter confirms that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise havesuch statements are correct.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such 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 the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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; but, in for each case to the extentof (i) and (ii) above, and only to the extent, that such extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement, any such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon it being understood and in conformity with written agreed that the only such information furnished by the Agent to the Company by any Underwriter through consists of the Representative expressly for use therein; Agent Information, and to reimburse the Company, Company and each such director, officer or and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the CompanyCompany or such officer, such director, officer director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Company has used, referred to or any filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such the Preliminary Prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Road Show, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Representatives and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Road Show, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth (A) in the third paragraph (second and third sentences), (B) in the ninth paragraph (first and second sentences) and (C) the tenth paragraph (third and fourth sentences), in each case under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Prospectus: (i) Company’s Preliminary Prospectus dated May 6, 2014 and the fourth paragraph of text that begins with Prospectus dated May 6, 2014 relating to the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Offered Shares. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, or the Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in the case of each case of clauses (i) and (ii) to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary the Time of Sale Prospectus, such Issuer Free Writing Prospectus or free writing prospectus, the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have Representatives has furnished to the Company expressly for use in the Registration Statement, any Preliminary the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth in the third and fourth paragraph under the caption “Underwriting”, the first paragraph under the caption “Underwriting — Commission and Expenses” and the first paragraphs under the caption “Underwriting — Price Stabilization” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Final Prospectus Supplement. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the fourth paragraph concerning the terms of the offering by the Underwriters and the sixteenth and seventeenth paragraphs concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters, each under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 investigating, preparing, defending or settling any litigation, or any investigation or proceeding by any governmental or regulatory authority, court, arbitrator or self-regulatory organization, provided that any 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus (or any such amendment or supplement thereto), supplement) or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary preliminary prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus free writing prospectus or the Prospectus (or any such amendment or supplement theretosupplement), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters Representative have furnished to the Company expressly for use in the Registration Statement, any Preliminary preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement theretoto the foregoing) are the following statements set forth in the first sentence in the third and fourth paragraphs under the caption “Underwriting,” the last sentence in the fourth paragraph under the caption “Underwriting,” first paragraph under the caption “Commission and Expenses,” and the first sentence in the first paragraph, the first and second sentences in the second paragraph and the first sentence in the sixth paragraph under the caption “Stabilization” in each case under the caption “Underwriting” in the Prospectus: (i) Preliminary Prospectus Supplement and the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Final Prospectus Supplement. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, Xxxxxxx Xxxxx agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expenseLoss, as incurred, to which the Company, or any such 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, subject to Section 10(d) below), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any Preliminary Prospectusfree writing prospectus that the Company has used, any Issuer Free Writing Prospectus referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or on behalf of Xxxxxxx Xxxxx expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including reasonable costs of investigation and the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense Loss or action. The Company hereby acknowledges that the only such information that the Underwriters have Xxxxxxx Xxxxx has furnished to the Company expressly for use in the Registration Statement, any Preliminary the Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the eighth paragraph under the caption “UnderwritingPlan of Distribution” in the Prospectus: (i) Prospectus Supplement dated November 14, 2016 relating to the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Shares. The indemnity agreement set forth in this Section 6(b10(b) shall be in addition to any liabilities that each Underwriter may Xxxxxxx Xxxxx xxx otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Underwriter(s) agree to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statements 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, officer or controlling person may become subject, under the 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 the Underwriter(s)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatements, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementStatements, such Preliminary Prospectus, such 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 by any Underwriter through the Representative Underwriter(s) expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters Underwriter(s) have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus Statements or the Prospectus (or any amendment or supplement thereto) are the following statements set forth as the [paragraph numbers will be inserted] paragraphs under the caption “"Underwriting” " in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” Prospectus Supplement [if other information has been provided, it will be set forth here]; and (iiithe Underwriter(s) the eighth paragraph of text confirms that begins with the phrase “In connection with the offering...”such statements are correct. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter the Underwriter(s) may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, Xxxxxxx Xxxxx agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expenseLoss, as incurred, to which the Company, or any such 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, subject to Section 10(d) below), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any Preliminary Prospectusfree writing prospectus that the Company has used, any Issuer Free Writing Prospectus referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or on behalf of Xxxxxxx Xxxxx expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including reasonable costs of investigation and the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense Loss or action. The Company hereby acknowledges that the only such information that the Underwriters have Xxxxxxx Xxxxx has furnished to the Company expressly for use in the Registration Statement, any Preliminary the Prospectus, any Issuer Free Writing Prospectus free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the tenth paragraph under the caption “UnderwritingPlan of Distribution” in the Prospectus: (i) Prospectus Supplement dated June 22, 2022 relating to the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Shares. The indemnity agreement set forth in this Section 6(b10(b) shall be in addition to any liabilities that each Underwriter may Xxxxxxx Xxxxx xxx otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement officers, employees 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, officer officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such any Issuer Free Writing Prospectus or Prospectus, the Prospectus (or any amendment or supplement thereto)) or any Non-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have Underwriter has furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are the following statements set forth in the eighth through and including the twelfth paragraphs under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the fourth paragraph concerning the terms of the offering by the Underwriters and the fifteenth, sixteenth and seventeenth paragraphs concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters, each under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, officer or controlling person may become subject, under the Securities Act, the Exchange Act, any Canadian Securities Laws or other federal, provincial 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 (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof for purposes of Section 11 under the Securities Act, 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) any untrue statement or alleged untrue statement of a material fact contained in any the Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Final Prospectus or the Prospectus Supplementary Material (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, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such the Preliminary Prospectus, the Time of Sale Prospectus, such Issuer Free Writing free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Final Prospectus or the Prospectus Supplementary Material (or any such amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, such 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 hereby acknowledges that the only information that the Representative and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Final Prospectus or the Prospectus Supplementary Material (or any amendment or supplement thereto) are the following statements set forth in the table in the first paragraph and as set forth in the first paragraph under the subheading “Commission and Expenses,” and the third paragraph under the subheading “Price Stabilization, Short Positions and Penalty Bids,” under the caption “Underwriting” in the Preliminary Prospectus and to be set forth in the Final Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Company has used, referred to or any filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such the Preliminary Prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Road Show, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Representatives and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Road Show, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth (A) in the first paragraph under the caption “Underwriting—Commissions and Discounts” and (B) the first sentence of the first paragraph and the second sentence in the second paragraph under the caption “Underwriting—Stabilization” in the Prospectus: (i) Company’s Preliminary Prospectus dated October 21, 2011 and the fourth paragraph of text that begins with Prospectus dated October 28, 2011 relating to the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Offered Shares. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, Xxxxxxx Xxxxx agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such 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 Xxxxxxx Xxxxx), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, 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, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such 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 by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Underwriters have furnished to the Company by Xxxxxxx Xxxxx expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth in the fourth paragraph, the second sentence of the eleventh paragraph and the twelfth paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that each Underwriter Xxxxxxx Xxxxx may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of 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, 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 upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, any Road Show, any free writing prospectus that the Company has used, referred to or any filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein 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 a material fact contained in any Preliminary Prospectus, any Issuer 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, in each case to the extent, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such the Preliminary Prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Road Show, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such 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 hereby acknowledges that the only information that the Representative and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any the Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus Road Show, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the following statements set forth (A) in the first paragraph under the caption “Underwriting—Commissions and Discounts” and (B) the first sentence of the first paragraph and the second sentence in the second paragraph under the caption “Underwriting—Stabilization” in the Prospectus: (i) Company’s Preliminary Prospectus dated [·], 2011 and the fourth paragraph of text that begins with Prospectus dated [·], 2011 relating to the phrase “The underwriters initially propose...”; the third and fourth sentences offering of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”Offered Shares. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.