Common use of Indemnification of Underwriters Clause in Contracts

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(b8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Final Prospectus, any “road show” as defined in Rule 433(h) of the Act Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoCommunication, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to Depositor and NMAC shall, jointly and severally, indemnify and hold harmless each UnderwriterUnderwriter and each person, the directorsif any, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and (each affiliate of each Underwriter a “Control Person”), harmless against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them Control Person may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for Statement, the registration Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in the Securities as originally filed or in any amendment thereofFinal Prospectus), or in any Preliminary the Ratings Free Writing Prospectus, the Statutory Prospectus, the Final Prospectus, any Form ABS-15G furnished to the Commission on XXXXX with respect to the transactions contemplated by this Agreement (each, a “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in Furnished ABS-15G”), any amendment thereof or supplement thereto, or any materials included in a Road Show authorized or approved by the Depositor and NMAC (when read together with the Preliminary Prospectus) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Underwriter and Control Person for any legal or other expenses reasonably incurred by them such Underwriter or Control Person in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that neither the Company Depositor nor NMAC will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveInformation (as defined below).

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(b8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to and the Guarantor will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantor will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from (i) that part of the Registration Statement that constitutes the Form T-1 of the Trustee under the Trust Indenture Act and (ii) any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in Statement, any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the directors, its officers, employees employees, agents, partners, members, directors and agents of its affiliates, and each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for as of any time, any Statutory Prospectus as of any time, the registration of the Securities as originally filed Final Prospectus or in any Issuer Free Writing Prospectus (including any Limited Use Issuer Free Writing Prospectus), or any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, thereto or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus (including any Limited Use Issuer Free Writing Prospectus) or any amendment or supplement thereto, the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, of the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act Underwriters and each affiliate of each Underwriter and each of their respective partners, directors, officers, employees, members and agents (collectively the “Indemnified Persons”), from and against any and all loss, damage, expense, liability or claim (including the reasonable fees and expenses of counsel) whatsoever incurred by any of them, as incurred, (collectively a “Claim”), (i) relating to or arising out of (A) any actions taken or omitted to be taken (including, without limitation, any untrue statements made or any statements omitted to be made) by the Company in connection with the Underwriters’ provision of the Business Combination Marketing Services, or (B) any actions taken or omitted to be taken by any Indemnified Person in connection with the Underwriters’ provision of the Business Combination Marketing Services, or (ii) otherwise relating to or arising out of the Underwriters’ provision of the Business Combination Marketing Services, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any Claim, whether or not in connection with pending or threatened litigation in which such Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review to have resulted solely from the gross negligence or willful misconduct of any Indemnified Person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company for or in connection with the Underwriters’ provision of the Business Combination Marketing Services, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages damages, liabilities or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any resulted from the gross negligence or willful misconduct of such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveIndemnified Person.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other Federal federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration Statement, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents and agents of its affiliates and each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (c) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulationAct, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representatives, if any, specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveTerms Agreement.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(b8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for at any time, any Statutory Prospectus as of any time, the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Final Prospectus, the Statutory Prospectus, the ProspectusGeneral Disclosure Package, any “road show” as defined in Rule 433(h) of the Act Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoWriting, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to Depositor and NMAC shall, jointly and severally, indemnify and hold harmless each UnderwriterUnderwriter and each person, the directorsif any, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and (each affiliate of each Underwriter a “Control Person”), harmless against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them Control Person may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for Statement, the registration Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in the Securities as originally filed or in any amendment thereofFinal Prospectus), or in any Preliminary the Ratings Free Writing Prospectus, the Statutory Prospectus, the Final Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or any materials included in a Road Show authorized or approved by the Depositor and NMAC (when read together with the Preliminary Prospectus) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Underwriter and Control Person for any legal or other expenses reasonably incurred by them such Underwriter or Control Person in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that neither the Company Depositor nor NMAC will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveInformation (as defined below).

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in at any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretotime, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact necessary to make the statements therein, in each case in light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in at any amendment thereoftime, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication at any time, any Statutory Prospectus as of any time, the Final Prospectus or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to and the Guarantors will jointly and severally indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in at any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretotime, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact necessary to make the statements therein, in each case in light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees and the Subsidiary Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Underwriter, the directors(ii) each person, officersif any, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate (iii) the respective officers, directors, partners, employees, representatives, affiliates and agents of each any Underwriter or person referenced in clause (ii) from and against any and all losses, claims, damages or liabilitiesand liabilities (including, joint or severalwithout limitation, to which they or any of them may become subject under the Act, the Exchange Act legal or other Federal expenses reasonably incurred in connection with defending or state statutory law investigating any such action or regulationclaim, at common law or otherwise, insofar which expenses shall be paid as such losses, claims, damages or liabilities (or actions in respect thereofincurred) arise arising out of or are based upon (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof (including any information deemed to be a part thereof pursuant to Rule 430B or supplement thereto, Rule 430C of the 1933 Act Regulations) or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (y) or any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus (including the Preliminary Prospectus), the Pricing Disclosure Package or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or by any omission or alleged omission 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, and agrees to reimburse except, in each such indemnified partycase, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above insofar as such expenses are incurred; providedlosses, howeverclaims, that the Company will not be liable in any such case to the extent that any such loss, claim, damage damages or liability arises liabilities arise out of or is based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically Representative expressly for inclusion therein, use therein (it being understood and agreed that the only such information furnished by any an Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have6(f)).

Indemnification of Underwriters. The Company agrees to and the Guarantor will jointly and severally indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantor will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from (i) that part of the Registration Statement that constitutes the Form T-1 of the Trustee under the Trust Indenture Act and (ii) any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees and the Subsidiary Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Underwriter, the directors(ii) each person, officersif any, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate (iii) the respective officers, directors, partners, employees, representatives, affiliates and agents of each any Underwriter or person referenced in clause (ii) from and against any and all losses, claims, damages or liabilitiesand liabilities (including, joint or severalwithout limitation, to which they or any of them may become subject under the Act, the Exchange Act legal or other Federal expenses reasonably incurred in connection with defending or state statutory law investigating any such action or regulationclaim, at common law or otherwise, insofar which expenses shall be paid as such losses, claims, damages or liabilities (or actions in respect thereofincurred) arise arising out of or are based upon (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof (including any information deemed to be a part thereof pursuant to Rule 430B or supplement thereto, Rule 430C of the 1933 Act Regulations) or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (y) or any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus (including the Preliminary Prospectus), the Pricing Disclosure Package or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or any omission or alleged omission 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, and agrees to reimburse except, in each such indemnified partycase, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above insofar as such expenses are incurred; providedlosses, howeverclaims, that the Company will not be liable in any such case to the extent that any such loss, claim, damage damages or liability arises liabilities arise out of or is based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically Representative expressly for inclusion therein, use therein (it being understood and agreed that the only such information furnished by any an Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have6(f)).

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter harmless against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them Underwriter may become subject subject, under the Act, the Exchange 1933 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory ProspectusRegistration Statement, the ProspectusProspectus as amended or supplemented, and any “road show” as defined in Rule 433(h) of other prospectus relating to the Act Underwritten Securities or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Underwriter for any legal or other expenses reasonably incurred by them it in connection with investigating or defending against any such loss, action or claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Prospectus, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Underwritten Securities or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter the Underwriters through the Representatives specifically expressly for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described use in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition Prospectus as amended or supplemented relating to any liability such Underwritten Securities; and provided, further, that the Company may otherwise haveshall not be liable to any Underwriter under the indemnity agreement in this subsection (a) with respect to any Preliminary Prospectus to the extent that any such loss, claim, damage or liability results from the fact that such Underwriter sold Underwritten Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Underwriter.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its affiliates and each of their respective partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in Statement, any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Final Prospectus, any “road show” each as defined in Rule 433(h) of the Act amended or supplemented, or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein (in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein in reliance from any of such documents based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act Act, other Federal, state or other Federal or state Canadian statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) of the directorsSecurities Act Regulations (each, officersan “Affiliate”)), employees officers and agents of directors and each Underwriterperson, each person if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, as incurred (including in settlement of litigation, if such settlement is effected with the written consent of the Company, subject to which they or any of them may become subject under the ActSection 6(d) hereof), the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed (or in any amendment thereofthereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, and agrees to reimburse each such indemnified partyany Issuer Free Writing Prospectus, as incurredany Company Additional Written Communication, for the General Disclosure Package or the Prospectus (or any legal amendment or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party supplement thereto), whether threatened or commencedthe omission or alleged omission in any preliminary prospectus, and any Issuer Free Writing Prospectus, any Company Additional Written Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) of a material fact necessary in connection with order to make the enforcement of this provision with respect to any statements therein, in the light of the above as such expenses are incurredcircumstances under which they were made, not misleading; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or alleged omission made therein any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any Issuer Free Writing Prospectus, any Company Additional Written Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveInformation.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Txxxxx Wxxxxx specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. The Company agrees to indemnify and hold harmless the last sentence Designated Underwriter, its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 9(b) hereof. This indemnity agreement will be 15 of the Securities Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in addition to connection with defending or investigating any liability that the Company may otherwise have.such action or claim)

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for at any time, any Statutory Prospectus as of any time, the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Final Prospectus, the Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any “road show” (as defined in Rule 433(h433) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretonot constituting an Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to Partnership Parties and Coffeyville Resources will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below. The Partnership Parties and Coffeyville Resources agree to indemnify and hold harmless UBS-FinSvc and its affiliates and each person, if any, who controls UBS-FinSvc within the last sentence meaning of either Section 9(b15 of the Securities Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) hereof. This indemnity agreement will (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Partnership for distribution to Directed Unit Participants in connection with the Directed Unit Program arising out of or based upon any omission or alleged omission of a material fact required to be in addition stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any liability Participant to pay for and accept delivery of Reserved Units that the Company may otherwise haveParticipant agreed to purchase; or (iii) arising out of, related to or in connection with the Directed Unit Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the willful misconduct or gross negligence of the Designated Entities.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriterits affiliates, each person of its directors and officers and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in at any amendment thereoftime, or in any Preliminary Prospectus, the Statutory ProspectusProspectus at any time, the Prospectus, any “road show” as defined in Rule 433(h) of the Act General Disclosure Package or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each Underwriter and each such indemnified partycontrolling person, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises liability, except insofar as such losses, claims, damages or liabilities that arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission made therein in reliance are based upon and in conformity with written information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically expressly for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(b7(b) hereof, or are based upon statements or omissions from that part of the Registration Statement that constitutes the Statement of Eligibility on Form T-1 of the Trustee. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in Statement, any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the directors, its officers, employees employees, agents, partners, members, directors and agents of its affiliates, and each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for as of any time, any Statutory Prospectus as of any time, the registration of the Securities as originally filed Final Prospectus or in any Issuer Free Writing Prospectus, or any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for at any time, any Statutory Prospectus or the registration General Disclosure Package as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the directors, its officers, employees employees, agents, partners, members, directors and agents of their affiliates and each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), ) whether threatened or commenced, commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or the Representatives on behalf of any Underwriter through the Representatives Underwriters specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriterthe Underwriters, the and their partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any Underwriter the Underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other Federal federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to in the case of the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made, and will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter through the Representatives Underwriters specifically for inclusion use therein, it being understood and agreed that the only such information furnished through the Representative by any Underwriter or on behalf of the Underwriters consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to Partnership Parties will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) of the directors1933 Act Regulations), officersselling agents, employees officers and agents of directors and each Underwriterperson, each person if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of each Underwriter against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which they or any of them may become subject under the Actas incurred, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed (or in any amendment thereofthereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, and agrees any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to reimburse each such indemnified partyinvestors by, as incurredor with the approval of, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and the Company in connection with the enforcement of this provision with respect to any marketing of the above as such expenses are incurredoffering of the Notes (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company will this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or alleged omission made therein any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveInformation.

Indemnification of Underwriters. The Company agrees to Selling Stockholder will indemnify and hold harmless each UnderwriterIndemnified Party, the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of (i) any Registration Statement for at any time or arise out of or are based upon the registration omission or alleged omission of a material fact required to be stated therein or necessary in order to make the Securities statements therein not misleading or (ii) any Statutory Prospectus as originally filed or in of any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, in each to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and agrees in conformity with written information furnished to the Company by such Selling Stockholder, and will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not Selling Stockholder shall be liable in any subject to such case liability only to the extent that any such loss, claim, damage or liability arises out of or is based upon any such the untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance is based upon and in conformity with written information furnished provided by the Selling Stockholder; provided, further, that the liability under this subsection of the Selling Stockholder shall be limited to an amount equal to the Company aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to the Selling Stockholder from the sale of Securities sold by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveSelling Stockholder hereunder.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directorsits affiliates, officersdirectors and officers and each person, employees and agents of each Underwriterif any, each person who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and each affiliate of each Underwriter against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in caused by any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for or (ii) any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically expressly for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bparagraph (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined Issuer Free Writing Prospectus or the Time of Sale Information or, in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in each case, any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made except in the case of the Registration Statement, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Underwriter for any legal or other expenses expense reasonably incurred by them such Underwriter in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative, if any, specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to Transferor and NMAC shall, jointly and severally, indemnify and hold harmless each UnderwriterUnderwriter and each person, the directorsif any, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Securities Exchange Act and of 1934, as amended (each affiliate of each Underwriter a "Control Person"), harmless against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them Control Person may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory ProspectusStatement, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Underwriter and Control Person for any legal or other expenses reasonably incurred by them such Underwriter or Control Person in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that neither the Company Transferor nor NMAC will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company Transferor or NMAC by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described Representative specified in the last sentence of Section 9(bsubsection 7(b) hereof. This below specifically for use therein; provided, further, that neither the Transferor nor NMAC shall be liable under this subsection (a) to any Underwriter to the extent that such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or omission made in the preliminary prospectus that is subsequently corrected in the Prospectus (or any amendment or supplement thereto) made available to such Underwriter within a reasonable time period, if the person asserting such loss, claim, damage or liability was not sent or given the Prospectus, as then amended or supplemented (excluding documents incorporated by reference therein), on or prior to the confirmation of the sale of the Notes; and provided, further, that neither the Transferor nor NMAC shall be liable to any Underwriter or any Control Person under the indemnity agreement will be in addition this subsection (a) with respect to any of such documents to the extent that any such loss, claim, damage or liability of such Underwriter or such Control Person results from the fact that such Underwriter sold Notes to a person to whom there was not sent or given, at or prior to the Company may otherwise havewritten confirmation of such sale, a copy of the Prospectus or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference therein), whichever is most recent, if the Transferor or NMAC has previously furnished copies thereof to such Underwriter within a reasonable time period.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees (i) to indemnify and hold harmless each Underwriter, its affiliates who participated or are alleged to have participated in the distribution of the Shares, partners, members, directors, officers, employees and agents of and each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject under the Securities Act, the Exchange Act or Act, other Federal federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any and Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of any Issuer Free Writing Prospectus or are based upon (B) with respect to the Registration Statement, the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleadingmisleading or, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the above as such expenses are incurredcircumstances under which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement statement, or omission or alleged omission made therein in any part of the Registration Statement, the Preliminary Prospectus, the Prospectus or such amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter the Underwriters through the Representatives specifically for inclusion thereinuse in the preparation thereof, it being understood and agreed that the only such information furnished being listed in subsection (b) below; and (ii) to reimburse each Indemnified Party upon demand for any legal or other out-of-pocket expenses reasonably incurred by such Indemnified Party or such controlling person in connection with investigating or defending any Underwriter consists such loss, claim, damage or liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition Shares, whether or not such Indemnified Party is a party to any liability action or proceeding. In the event that the Company may otherwise haveit is finally judicially determined that such Underwriter was not entitled to receive payments for legal and other expenses pursuant to this subparagraph, such Underwriter will promptly return all sums that had been advanced pursuant hereto.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the directors1933 Act (each, officersan “Affiliate”)), employees and agents of each Underwriterperson, each person if any, who controls any either Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of each Underwriter their respective officers, directors, and employees, against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter, control person, officer, director or any of them employee may become subject subject, under the Act, the Exchange 1933 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement for (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, any Issuer Free Writing Prospectus (when taken together with the registration General Disclosure Package), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information (when taken together with the General Disclosure Package) provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities as originally filed (the “Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in any amendment thereof, person or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoelectronically), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in light of the circumstances in which they were made; and agrees to will reimburse each such indemnified partyUnderwriter, as incurredcontrol person, officer, director or employee for any legal or other expenses reasonably incurred by them such Underwriter, control person, officer, director or employee in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation action or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above claim as such expenses are incurred; provided, however, that the Company will shall not be liable to either Underwriter, control person, officer, director, or employee in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission related to such Underwriter and made therein in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any Issuer Free Writing Prospectus (when taken together with the General Disclosure Package), the Prospectus (or any amendment or supplement thereto) or the Marketing Materials in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each UnderwriterUnderwriter and each person, each person if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of each Underwriter against any and all losses, liabilities (joint or several), claims, damages or liabilities, joint or severaland expenses whatsoever, to which they or any of them may become subject under the 1933 Act, the Exchange 1934 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Prospectus or Prospectus (or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Underwriters specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the directors1933 Act (each, officersan “Affiliate”)), employees its selling agents and agents of each Underwriterperson, each person if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of each Underwriter against any and all lossesloss, claimsclaim, damages or liabilities, joint or severalseveral whatsoever, to which they or any of them such Underwriter may become subject subject, under the Act, Securities Act or the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed (or in any amendment thereofthereto), including the Rule 430A Information, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the written approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and agrees to will reimburse each such indemnified party, as incurred, Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that the Company will this indemnity agreement shall not be liable in any such case apply to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or alleged omission made therein any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any preliminary prospectus, any Issuer Free Writing Prospectus, or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveInformation.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriterthe Underwriters, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any Underwriter the Underwriters within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter the Underwriters through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter the Underwriters consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to and the Guarantor will jointly and severally indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in at any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretotime, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact necessary to make the statements therein, in each case in light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantor will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Final Prospectus, any “road show” as defined in Rule 433(h) of the Act Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoCommunication, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate (as such term is defined in Rule 501(b) under the Act (each, an “affiliate”)), and its selling agents of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below. The Company agrees to indemnify and hold harmless the last sentence Designated Underwriter and its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 9(b15 of the Securities Act or Section 20 of the Exchange Act (the “Designated Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) hereof. This indemnity agreement will (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program arising out of or based upon any omission or alleged omission of a material fact required to be in addition stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any liability Participant to pay for and accept delivery of Directed Shares that the Company may otherwise haveParticipant agreed to purchase; or (iii) arising out of, related to or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the willful misconduct or gross negligence of the Designated Entities.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in at any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of time or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each UnderwriterUnderwriters, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any control such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) related to, arising out of, or in connection with the Directed Unit Program, including the failure of any Participant to pay for and agrees accept delivery of Directed Units that the Participant agreed to purchase, and will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed at any time or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or the omission or the alleged omission of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and agrees (iii) any untrue statement or alleged untrue statement of any material fact contained in any part of any electronic roadshow or other written material used in connection with the marketing of the Offered Securities or the omission or alleged omission of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to and the Guarantors will, jointly and severally, indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed Statement, or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, at any time or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, and agrees the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in each case, will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to Partnership Parties will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and (each affiliate of each Underwriter an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company Issuers will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (c) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to and the Guarantors, jointly and severally, will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for at any time, any Statutory Prospectus as of any time, the registration of the Securities as originally Final Prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or in any amendment thereof, or in any Preliminary Prospectus, required to be filed pursuant to Rule 433(d) under the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoAct, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that neither the Company nor any Guarantor will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to and the Manager, jointly and severally, will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state State statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of such Statutory Prospectus, Final Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, liability action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Manager will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in at any amendment thereoftime, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any part of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus or the omission or the alleged omission of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”), from and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Company Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for at any time, any Statutory Prospectus as of any time, the registration of the Securities as originally filed Final Prospectus or in any amendment thereofIssuer Free Writing Prospectus, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h(ii) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, and agrees to will reimburse each such indemnified party, as incurred, Company Indemnified Party for any legal or other expenses reasonably incurred by them such Company Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission or alleged untrue statement or omission and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, however that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written (i) information furnished to the Company in writing by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below, or (ii) the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveSelling Stockholder Information.

Indemnification of Underwriters. The Company agrees to and Compuware will, jointly and severally, indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in at any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectustime, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication Writing at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus (including, without limitation, any forward-looking statements made by the Company and/or Compuware in any amendment thereof the Registration Statement or supplement theretootherwise), or arise out of or are based upon (ii) the omission or alleged omission to state therein of a material fact required to be stated therein in any Registration Statement at any time, any Testing-the-Waters Writing at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading or (iii) any failure, or alleged failure, of the Company to comply with the Act or the rules and regulations promulgated thereunder (including without limitation any claims, damages or liabilities (or actions in respect thereof) to rescind the sale of the Offered Securities to any acquirer of such shares as a result of such failure, or alleged failure, to so comply), and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and Compuware will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the directorsAct (each, officersan “Affiliate”)) and their respective directors and officers and each person, employees and agents of each Underwriterif any, each person who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Securities Exchange Act and each affiliate of each Underwriter 1934 (the “Exchange Act”) against any and all losses, claims, damages or liabilitiesliabilities (including any loss, liability, claim, damage and expense whatsoever as incurred to the extent of the aggregate amount paid in settlement of any litigation), joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the Statutory Prospectus, Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any bona fide electronic road show” show (as defined in Rule 433(h433(h)(5) of under the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoAct), or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation action or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above claim as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein or incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any bona fide electronic road show, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically expressly for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and (each affiliate of each Underwriter an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, ; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. (i) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officersofficers and affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, employees and agents an “Affiliate”)) of each UnderwriterUnderwriter and each person, each person if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter Act, against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they such Underwriter, Affiliate or any of them controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in Statement, any amendment thereofpreliminary prospectus, or in any Preliminary Issuer Free Writing Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, (ii) with respect to the Registration Statement or arise out of any amendment or are based upon supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal misleading or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision iii) with respect to any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the above as such expenses are incurredcircumstances under which they were made; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement statement, or omission or alleged omission made therein in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus, or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.Information; and

Indemnification of Underwriters. The Company agrees Operating Partnership and the Company, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the directors1933 Act (each, officersan “Affiliate”)), employees and agents of each Underwriterperson, each person if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed (or in any amendment thereofthereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Operating Partnership and the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and agrees to will reimburse each such indemnified party, as incurred, person for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation action or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above claim as such expenses are incurred; provided, however, that the Company will this indemnity shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon any such untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or alleged omission made therein any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveInformation.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereofbelow. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Offering Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, affiliates, selling agents and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to and the Guarantors will, jointly and severally, indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in at any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, time or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, and agrees the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in each case, will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Final Prospectus, any “road show” as defined in Rule 433(h) of the Act Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoCommunication, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Each of the Company agrees to and the Guarantor will jointly and severally indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each such Underwriter, and each such person who controls any Underwriter such Underwriters within the meaning of either the Securities Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofBasic Prospectus, or in any Preliminary Prospectus, the Statutory Registration Statement, the Pricing Prospectus, the Prospectus, Prospectus or any Issuer Free Writing Prospectus or any “road showissuer information” as defined in filed or required to be filed pursuant to Rule 433(h433(d) of under the Act (provided, however, that any free writing prospectus containing such issuer information prepared by an Underwriter must be a free writing prospectus permitted by this Agreement) or any Written Testing-the-Waters Communication other prospectus relating to the Securities, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and such losses, claims, damages or liabilities result from a final judgment of a competent court or a settlement which is made in accordance with clause (c) below, and agrees to will reimburse each such indemnified party, as incurred, Underwriter for any legal or other expenses duly documented and reasonably incurred by them it in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation action or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above claim as such expenses are incurred; provided, however, that neither the Company will not nor the Guarantor shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Basic Prospectus, any Preliminary Prospectus, the Registration Statement, the Pricing Prospectus, the Prospectus as amended or supplemented or any Issuer Free Writing Prospectus or any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company or the Guarantor by any Underwriter of Designated Securities through the Representatives expressly for use in the Pricing Prospectus or the Prospectus as amended or supplemented relating to such Securities for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Securities, or any person controlling such Underwriter, (i) if a copy of the Pricing Prospectus or the Prospectus (as then amended or supplemented if the Company or the Guarantor shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of any such Underwriter through to such person, if required by law so to have been delivered, at or prior to the Representatives specifically for inclusion thereinApplicable Time, it being understood and agreed that such Underwriter’s failure to deliver the only Pricing Prospectus or the Prospectus, as then amended or supplemented, was not due to the Company’s or the Guarantor’s failure to comply with its obligation to timely furnish such information furnished by any Underwriter consists of Prospectus to such Underwriter, and (ii) if the information described in Pricing Prospectus or the last sentence of Section 9(bProspectus (as so amended or supplemented) hereof. This indemnity agreement will be in addition would have cured the defect giving rise to any liability that the Company may otherwise have.such losses, claims, damages or liabilities;

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based (i) upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in at any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, time or arise out of or are based upon the omission or alleged omission to state therein 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 any material fact contained in any part of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection 8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directorseach person, officersif any, employees and agents of each Underwriter, each person who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each any Underwriter within the meaning of Rule 405 under the Act from and against any and all losses, claims, damages or liabilitiesand liabilities (including, joint or severalwithout limitation, to which they or any of them may become subject under the Act, the Exchange Act legal or other Federal expenses reasonably incurred in connection with defending or state statutory law investigating any such action or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofclaim) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the any Statutory Prospectus, the ProspectusProspectus or any amendment or supplement thereto, any “road show” as defined in Rule 433(h) of under the Act Act, the Prospectus or any Written amendment or supplement thereto, or any Testing-the-Waters Communication or in any amendment thereof or supplement theretoCommunication, or arise out of of, or are based upon the upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically Representative or its counsel expressly for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter the Underwriters through the Representative or its counsel consists of the information described as such in the last sentence of Section 9(bparagraph (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directorseach person, officersif any, employees and agents of each Underwriter, each person who controls such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (the “Underwriter Entities”) and each affiliate of any Underwriter within the meaning of either Rule 405 under the Act or the Exchange Act from and each affiliate of each Underwriter against any and all losses, claims, damages or liabilitiesand liabilities (including, joint or severalwithout limitation, to which they or any of them may become subject under the Act, the Exchange Act legal or other Federal expenses reasonably incurred in connection with defending or state statutory law investigating any such action or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities claim) that (or actions in respect thereofi) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the any Statutory ProspectusProspectus or any amendment or supplement thereto, the Prospectus, any “road show” as defined in Rule 433(h) of , the Act Prospectus or any Written amendment or supplement thereto, or any Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or Communication; (ii) arise out of of, or are based upon the upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written any information relating to any Underwriter furnished to the Company in writing by or on behalf of any such Underwriter through the Representatives specifically expressly for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter the Underwriters through the Representatives consists of the information described as such in paragraph (b) below; or (iii) related to, arising out of, or in connection with the last sentence Directed Unit Program, except that this clause (iii) shall not apply to the extent that such loss, claim, damage or liability is finally judicially determined to have resulted primarily from the fraud, gross negligence or willful misconduct of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveUnderwriter Entities.

Indemnification of Underwriters. The Company agrees to shall indemnify and hold harmless each Underwriter, the its affiliates and each of its and their respective directors, officers, employees members, employees, representatives and agents of and their respective affiliates, and each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each affiliate of each an “Underwriter Indemnified Party”) against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which they or any of them such Underwriter Indemnified Party may become subject subject, under the Securities Act, the Exchange Act Act, or other Federal federal or state statutory law or regulation, at the common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement for Statement, the registration of General Disclosure Package or the Securities as originally filed Prospectus, or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretothereto or document incorporated by reference therein, or arise out of or are based upon (B) the omission or alleged omission to state therein in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the General Disclosure Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (C) any breach of the representations and agrees warranties of the Company contained herein or failure of the Company to perform its obligations hereunder or pursuant to any law, and shall reimburse each such indemnified party, as incurred, the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by them such Underwriter Indemnified Party in connection with investigating investigating, or preparing to defend, or defending against against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto)proceeding, whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such fees and expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, expense or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in, or omission or alleged omission from, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that which information the only such information furnished by any Underwriter consists of parties hereto agree is limited to the information described Underwriters’ Information (as defined in the last sentence of Section 9(b) hereof16). This indemnity agreement is not exclusive and will be in addition to any liability that liability, which the Company may otherwise havehave and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulationregulation (including Canadian Securities Laws), or the laws or regulations of foreign jurisdictions where Offered Securities have been offered or sold or at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i)(A) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for at any time, any Statutory Prospectus as of any time, the registration of the Securities as originally filed Final Prospectus or in any amendment thereofIssuer Free Writing Prospectus, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h(B) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the violation of any laws or regulations of foreign jurisdictions where Offered Securities have been offered or sold, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereofbelow. This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained (i) in any part of the Registration Statement for at the registration of time it became effective as to the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoUnderwriters, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees (ii) in the Final Prospectus, the General Disclosure Package, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not they are a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to HII Parties will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Final Prospectus, any “road show” as defined in Rule 433(h) of the Act Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoCommunication, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company HII Parties will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company HII Parties by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below. The HII Parties agree to indemnify and hold harmless the last sentence Designated Underwriter and its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 9(b15 of the Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) hereof. This indemnity agreement will (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the HII Parties for distribution to Participants in connection with the Directed Share Program or arising out of or based upon any omission or alleged omission of a material fact required to be in addition stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any liability Participant to pay for and accept delivery of Directed Shares that the Company may otherwise haveParticipant agreed to purchase; or (iii) arising out of, related to or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the willful misconduct or gross negligence of the Designated Entities.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”), from and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Company Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for at any time, any Statutory Prospectus as of any time, the registration of the Securities as originally filed Final Prospectus or in any amendment thereofIssuer Free Writing Prospectus, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h(ii) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, and agrees to will reimburse each such indemnified party, as incurred, Company Indemnified Party for any legal or other expenses reasonably incurred by them such Company Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission or alleged untrue statement or omission and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, however that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. The Company will indemnify and hold harmless the Designated Underwriter and its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (each, a “Designated Entity”), from and against any and all losses, claims, damages and liabilities to which such Designated Entity may become subject (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, including under foreign laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program, (B) the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the last sentence case of Section 9(bany prospectus, in light of the circumstances under which they were made) hereof. This indemnity agreement will be in addition not misleading or (C) the failure of any Participant to any liability pay for and accept delivery of Directed Shares that the Company may otherwise haveParticipant agreed to purchase, or (ii) arise out of, are related to, or are in connection with the Directed Share Program, in each case other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the willful misconduct or gross negligence of the Designated Entities.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Final Prospectus, any “road show” as defined in Rule 433(h) of the Act Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoCommunication, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection ‎(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below. The Company agrees to indemnify and hold harmless the last sentence Designated Underwriter and its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 9(b15 of the Securities Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) hereof. This indemnity agreement will (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program arising out of or based upon any omission or alleged omission of a material fact required to be in addition stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any liability Participant to pay for and accept delivery of Directed Shares that the Company may otherwise haveParticipant agreed to purchase; or (iii) arising out of, related to or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the willful misconduct or gross negligence of the Designated Entities.

Indemnification of Underwriters. The Company agrees to Partnership shall indemnify and hold harmless each Underwriter, the directors, its officers, employees employees, agents, partners, members, directors and agents affiliates of any Underwriter who have, or who are alleged to have, participated in the distribution of the Offered Securities as underwriters, and each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for the registration at any time, any Statutory Prospectus (which term includes any base prospectus and any preliminary prospectus supplement) as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act Final Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the case of any Statutory Prospectus or the Final Prospectus, in the light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not Partnership shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal federal or state statutory law or regulationregulation or otherwise (including in settlement of any litigation, at common law or otherwiseif such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for at any time, any Statutory Prospectus as of any time, any Marketing Material, the registration of the Securities as originally filed Final Prospectus or in any Issuer Free Writing Prospectus (or any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoto the foregoing), or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating investigating, defending, settling, compromising or defending payment against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereofbelow. This The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability liabilities that the Company may otherwise have.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and (each affiliate of each Underwriter an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration at any time, any Statutory Prospectus as of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectustime, the Statutory Prospectus, the Final Prospectus, any “road show” as defined in Rule 433(h) of the Act Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoCommunication, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.

Indemnification of Underwriters. The Company agrees to will indemnify and hold harmless each Underwriter, the its partners, members, directors, officers, employees employees, agents, affiliates and agents of each Underwriterperson, each person if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of each Underwriter (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement for at any time, any Statutory Prospectus as of any time, the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Final Prospectus, the Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any “road show” (as defined in Rule 433(h) 433 of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoRules and Regulations) not constituting an Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party, as incurred, Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the last sentence of Section 9(bsubsection (b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havebelow.