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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (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 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 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 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 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 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 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 and the Operating Partnership, 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 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 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, 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 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 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 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.

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, 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 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 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 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 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 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 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. (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 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 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 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 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 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 Act or Section 20 of the Exchange 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 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 Prospectusany preliminary prospectus supplement, the ProspectusRegistration Statement, the Prospectus as amended or supplemented and any “road show” as defined in Rule 433(h) of other prospectus relating to the Act 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 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 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 (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 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 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 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 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 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 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 (i) to indemnify and hold harmless each Underwriter, the its 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, 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 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 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) (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 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) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communications, 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 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 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 1933 Act or Section 20 of the Exchange 1934 Act from and each affiliate of each Underwriter against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted in respect thereof), joint or severalas incurred, to which they such Underwriter 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 otherwisebe subject, 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, thereto 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 in any preliminary prospectus or the Prospectus, and agrees the Prospectus as amended or supplemented or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact necessary in order to reimburse each such indemnified partymake the statements therein, 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 light of the above as such expenses are incurredcircumstances under which they were made, not misleading; provided, however, the Company shall not be liable insofar as such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or in the Registration Statement or any amendment thereto, the Prospectus, the Prospectus as amended or supplemented or any amendment or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representative expressly for use therein; and provided, further, that the Company will shall not be liable to any Underwriter or any person controlling such Underwriter under the indemnity agreement provided for in any such case this Section 6 with respect to a preliminary prospectus to the extent that any such loss, claim, damage or liability arises out of such Underwriter or controlling person results solely from the fact that such Underwriter sold Securities to a person to whom there was not sent or given, if required by law so to have been delivered, with or prior to the delivery of the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or the Prospectus as then amended or supplemented (excluding documents incorporated by reference), whichever is based upon any most recent, if (A) the Company have previously furnished copies thereof to such Underwriter a reasonable amount of time in advance of such confirmation and (B) the applicable 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 was corrected 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 Each of the Company agrees to and the Guarantors 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 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 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 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 in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus 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 through the Representatives specifically expressly for inclusion use therein 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 indemnify and hold harmless each UnderwriterUnderwriter and its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, the directorsan “Affiliate”)), 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 1933 Act or Section 20 of the Exchange 1934 Act from and each affiliate of each Underwriter against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense (to the extent documented and reasonably incurred) 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 on 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), 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 in any Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to shall reimburse each any such indemnified party, as incurred, person promptly upon demand for any legal fees or other expenses reasonably incurred by them such person 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, liability, claim, damagedamage and expense, 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 fees and expenses are incurred; provided, howeverthat this indemnity obligation shall not apply to any loss, that the Company will not be liable in any such case to the extent that any such lossliability, claim, damage or liability arises expense to the extent arising out of or is based upon on any such untrue statement or omission or alleged untrue statement or omission of a material fact made in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in the General Disclosure Package or omission the Prospectus (or alleged omission made therein 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 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 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 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 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 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 or Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretothe Canadian Offering Memorandum, or (B) 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 (C) the filing or receipt of the Canadian Offering Memorandum, 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 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 and the Guarantors, jointly and severally, agree (i) to indemnify and hold harmless each Underwriter, the its 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 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 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 or the Guarantors 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 Offered Securities, 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 Fund and the Investment Adviser, jointly and severally, agree to indemnify and hold harmless each Underwriterof you and each other Underwriter 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 1933 Act or Section 20 of the Exchange 1934 Act from and each affiliate of each Underwriter against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses (including reasonable costs of investigation), 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 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 thereof, or in any Preliminary Prospectus, the Statutory ProspectusStatement, the Prospectus, any “road show” as defined in Rule 433(h) sales material (or any amendment or supplement to any of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement theretoforegoing), or arise arising 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, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and agrees in conformity with the information relating to reimburse each such indemnified party, as incurred, Underwriter furnished in writing to the Fund by or on behalf of any Underwriter through you expressly for any legal or other expenses reasonably incurred by them use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with investigating respect to any preliminary prospectus shall not inure to the benefit of any Underwriter (or defending against to the benefit of any person controlling such Underwriter) on account of any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether expense arising from the sale of the Shares by such Underwriter to any person if a copy of the Prospectus shall not have been delivered or not they are a party thereto), whether threatened or commencedsent to such person within the time required by the 1933 Act and the 1933 Act Rules and Regulations, 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 of a material fact contained in reliance upon and such preliminary prospectus was corrected in conformity with written information furnished the Prospectus, provided that the Fund has delivered the Prospectus to the Company by several Underwriters in requisite quantity on a timely basis to permit such delivery 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) hereofsending. This The foregoing indemnity agreement will shall be in addition to any liability that the Company Fund or the Investment Adviser may otherwise have.

Indemnification of Underwriters. The Company agrees Delphi Parties jointly and severally agree to indemnify and hold harmless each Underwriter, the directorsits selling agents and 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 Act and each affiliate of each Underwriter 1934 Act, against any and all lossesloss, claimsliability, 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 claim and damage caused by 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 misleading or caused by any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating investigating, defending or defending against settling any such losslosses, claimclaims, damagedamages, liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party liabilities after receipt of adequate documentation relating 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 foregoing indemnity agreement, with respect to any preliminary prospectus or Prospectus, shall not be liable in inure to the benefit of any Underwriter from whom the person asserting any such case losses, claims, damages, or liabilities purchased securities, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the extent written confirmation of the sale of the Securities to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages, or liabilities, and; provided, further, that this indemnity agreement shall not apply to 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 or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Delphi Parties by the Representative or on behalf of any Underwriter through the Representatives specifically Xxxxxxx Xxxxx 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 to Registration Statement (or any liability that amendment thereto), including the Company may otherwise haveRule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

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) 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 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 showroadshow” as defined in Rule 433(h) of the Act or any Written Testing-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 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 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 their 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 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 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) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, 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 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. In connection with the last sentence offer and sale of Section 9(bthe Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless the Underwriters from and against any and all losses, liabilities, claims, damages and expenses incurred by any of them as a result of the failure of the Participants to pay for and accept delivery of Directed Shares which, by the end of the first business day following the date of this Agreement, were subject to a properly confirmed agreement to purchase. The Company agrees to indemnify and hold harmless the Underwriters and their respective affiliates, directors, officers, employees and agents, and each person, if any, who controls any of the Underwriters within the meaning of the Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Underwriters or such controlling person may become subject, which is (i) hereofcaused by 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 (including any prospectus wrapper material distributed in connection with the reservation and sale of Directed Shares) or caused by 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; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that such Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program. This The indemnity agreement will set forth in this paragraph shall be in addition to any liability liabilities that the Company may otherwise have.

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 Final 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 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 Offerors will 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 the Exchange 1933 Act and each affiliate Section 20 of each Underwriter the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them such person 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 Statement, the Basic Prospectus (if used prior to the date the Prospectus is filed with, or transmitted for filing to, the registration Commission pursuant to Rule 424(b) of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus1933 Act Regulations), the Prospectus, any “road show” the Prospectus as defined in Rule 433(h) of the Act amended or supplemented or any Written Testing-the-Waters Communication other prospectus relating to the Offered 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 misleading, and agrees to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 6(d) hereof) any such settlement is effected with the written consent of the Company, and will reimburse each such indemnified party, as incurred, Underwriter or such person for any legal or other expenses 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 the Company will Offerors 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 the Registration Statement, the Basic Prospectus (if used prior to the date the Prospectus is filed with, or transmitted for filing to, the Commission pursuant to Rule 424(b) of the 1933 Act Regulations), the Prospectus, the Prospectus as amended or supplemented or any other prospectus relating to the Offered Securities, or any such amendment or supplement, in reliance upon and in conformity with written information furnished the Underwriter Information; provided further, however, that the Offerors shall not be required to reimburse any Underwriter or such person for fees and expenses of counsel other than one counsel for all Underwriters and one counsel for all Underwriters in each jurisdiction in which proceedings are or are threatened to be brought or of which matters of law are or may be at issue, unless and to the Company by extent that there are actual or on behalf potential conflicts of interest between or among Underwriters or defenses available to one or more Underwriters that are not available to other Underwriters; provided further, however, that the indemnification contained in this Section 6(a) with respect to the Basic Prospectus shall not inure to the benefit of any Underwriter through (or to the Representatives specifically for inclusion thereinbenefit of any person controlling such Underwriter) on account of any such loss, it being understood claim, damage, liability or expense arising from the sale of the Offered Securities by such Underwriter to any person if the Offerors have established that a copy of the Prospectus shall not have been delivered or sent to such person within the time required by the 1933 Act and agreed the 1933 Act Regulations, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Basic Prospectus was corrected in the Prospectus, provided that the only Offerors have delivered the Prospectus to the several Underwriters in requisite quantity on a timely basis to permit 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 havedelivery or sending.

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 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 such 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 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 Trust and the Company, jointly and severally, agree to 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 1933 Act or Section 20 of the Exchange 1934 Act from and each affiliate of each Underwriter against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted in respect thereof), joint or severalas incurred, to which they such Underwriter 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 otherwisebe subject, 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, thereto 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 in any preliminary prospectus or the Prospectus, and agrees the Prospectus as amended or supplemented or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact necessary in order to reimburse each such indemnified partymake the statements therein, 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 light of the above as such expenses are incurredcircumstances under which they were made, not misleading; provided, however, that neither the Trust nor the Company will not shall be liable insofar as such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or in the Registration Statement or any amendment thereto, the Prospectus, the Prospectus as amended or supplemented or any amendment or supplement thereto in reliance upon and in conformity with information furnished to the Trust and the Company in writing by any Underwriter through the Representatives expressly for use therein; and provided, further, that neither the Trust nor the Company shall be liable to any Underwriter or any person controlling such case Underwriter under the indemnity agreement provided for in this Section 6 with respect to a preliminary prospectus to the extent that any such loss, claim, damage or liability arises out of such Underwriter or controlling person results solely from the fact that such Underwriter sold Preferred Securities to a person to whom there was not sent or given, if required by law so to have been delivered, with or prior to the delivery of the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or the Prospectus as then amended or supplemented (excluding documents incorporated by reference), whichever is based upon any most recent, if (A) the Trust and the Company have previously furnished copies thereof to such Underwriter a reasonable amount of time in advance of such confirmation and (B) the applicable untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon was corrected therein. In addition to, and in conformity with written information furnished to without limitation of, the joint and several obligation of the Trust and the Company by or on behalf to indemnify Merrxxx Xxxcx xx an Underwriter, the Trust and the Company, jointly and severally, also agree to indemnify and hold harmless the Independent Underwriter and each person, if any, who controls the Independent Underwriter within the meaning 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 Section 15 of the information described 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense, as incurred, incurred as a result of the Independent Underwriter's participation as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the NASD in connection with the last sentence offering of Section 9(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havePreferred Securities.

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 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 the registration Rule 430A Information, any Issuer Free Writing Prospectus (when taken together with the 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 any 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 the 430A Information, 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 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 22 (Nissan 2016-A Underwriting Agreement) 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 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 selling agents, 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 and damage (including, joint or severalwithout limitation, to which they or all documented legal fees and other expenses in connection with 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 thereofclaim asserted) 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 in any preliminary prospectus, and agrees to reimburse each such indemnified partyany Issuer Free Writing Prospectus (including, as incurredwithout limitation, for those listed on Schedule C hereto), 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 (including, without limitation, those listed on Schedule C hereto), 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 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 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 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 Operating Partnership and the Company, jointly and severally, hereby agree to 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 1933 Act or Section 20 of the Exchange Act 1934 Act, from and each affiliate of each Underwriter against any and all losses, claims, damages and liabilities (including without limitation the legal fees and other expenses incurred in connection with any suit, action or liabilities, joint or several, to which they proceeding 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 thereofclaim asserted) arise out of or are based upon caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for or the registration of Prospectus (as amended or supplemented if the Securities as originally filed Trust shall have furnished any amendments or in supplements thereto) or any amendment thereofpreliminary prospectus, or in caused by 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 except insofar as such expenses losses, claims, damages or liabilities are incurred; provided, however, that the Company will not be liable in caused by 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 information relating to any Underwriter furnished to the Trust, the Operating Partnership and/or the Company in writing by such Underwriter through the Representatives expressly 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, if a copy of the Prospectus (as then amended or supplemented if the Trust 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 therein, it being understood and agreed that the only such information furnished by any Underwriter consists written confirmation of the information described in sale of the last sentence Securities to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of Section 9(bnoncompliance by the Trust with Sections 3(c) and (d) 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 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 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 Statement, the registration of the Securities as originally filed or in any amendment thereofBasic Prospectus, or in any Preliminary Prospectus, the Statutory Pricing Prospectus or the Prospectus, the or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “road showissuer information” as defined in filed or required to be filed pursuant to Rule 433(h433(d) of under the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto1933 Act, 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 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, except that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all indemnified parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding or except as otherwise provided in subsection (c) below; 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 the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically Representative expressly 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 Fund and the Advisers, jointly and severally, agree to 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 1933 Act or Section 20 of the Exchange Act and each affiliate of each Underwriter 1934 Act, as follows: 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 the Rule 430A Information and the Rule 434 Information, if applicable, 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 in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; against any and all loss, liability, claim, damage and agrees to reimburse each such indemnified partyexpense whatsoever, as incurred, for to the extent of the aggregate amount paid in settlement of any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim 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 omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by Xxxxxxx Xxxxx), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Company Fund or the Advisers by any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or on behalf any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Underwriter through (or to the Representatives specifically for inclusion thereinbenefit of any person controlling such Underwriter) from whom the person asserting any such loss, it being understood liability, claim, damage and agreed that expense purchased the only Securities which are the subject thereof if the Prospectus (as amended or supplemented) corrected any such information furnished by any alleged untrue statement or omission and if such Prospectus (as amended or supplemented) was delivered to such Underwriter consists in a timely manner and if such Underwriter failed to send or give a copy of the information Prospectus (as amended or supplemented) to such person at or prior to the written confirmation of the sale of such Securities to such person. INDEMNIFICATION OF THE FUND, ADVISERS, TRUSTEES, DIRECTORS AND OFFICERS. Each Underwriter severally agrees to indemnify and hold harmless the Fund and the Advisers, their respective trustees, directors and shareholders, each of the Fund's officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Advisers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the last sentence indemnity contained in subsection (a) of Section 9(bthis Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) hereof. This indemnity agreement will be in addition reliance upon and in conformity with written information furnished to the Fund or the Advisers by such Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any liability that amendment thereto), including the Company may otherwise haveRule 430A Information and the Rule 434 Information, or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

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, any Company Additional Written Communication, 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 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 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 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 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 selling agents, 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 as follows: (i) 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 misleading or arising out of, or based upon, 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 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; (ii) against any and all loss, liability, claim, damage and agrees to reimburse each such indemnified partyexpense whatsoever, as incurred, for to the extent of the aggregate amount paid in settlement of any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or of any claim 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 omission, or any such alleged untrue statement or omission omission; provided that (subject to Section 6(d) hereof) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by defending against any litigation, or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished investigation or proceeding 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.22

Indemnification of Underwriters. The Company agrees • to indemnify and hold harmless each Underwriter, the its 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 (%4) 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 (%4) 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 the light of the circumstances under which they were made, 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 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 • 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.