Common use of Indemnification by the Underwriters Clause in Contracts

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any 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 Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Underwriter Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b8(b), in no event shall any indemnity by the Underwriters under this Section 7(b8(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b8(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any 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 Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Underwriter Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates and Operating Partnership, its directors, each of their respective directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company Operating Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained amendment thereto), or 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 Securities Act Regulations, any Registration Statement Prospectus or the Prospectus, Prospectus (or in any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Operating Partnership by such Underwriter through the Representatives expressly for use therein. The Operating Partnership hereby acknowledges and agrees that the information furnished to the Operating Partnership by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement Prospectus or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances foregoing), consists exclusively of the following information appearing under which they were madethe caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third paragraph under such caption, not misleading(ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the eighth and ninth paragraphs under such caption (but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, insofar as such fees information concerns the Underwriters) and expenses are incurred. Notwithstanding (iii) the provisions of this Section 7(b), in no event shall any indemnity information regarding market making by the Underwriters appearing in the fourth paragraph under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partysuch caption.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(f)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company and Company, the Company’s affiliates and each of their respective directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any litigation if such settlement or is effected with the prior written consent of the Underwriters) arising out based upon (i) any untrue statement of a material fact contained in any preliminary prospectusRegistration Statement, any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any preliminary prospectusRegistration Statement, any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b)5.2, in no event shall any indemnity by the Underwriters an Underwriter under this Section 7(b) 5.2 exceed the total discounts discount and commission received by the Underwriters such Underwriter in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out of (i) any 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 Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Underwriter Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b8(b), in no event shall any indemnity by the Underwriters under this Section 7(b8(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b8(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter severally agrees to indemnify and hold harmless each of the Company Fund and the Company’s affiliates and Adviser, each of their respective directors, officerstrustees, employeesmembers, agents each of their officers who signed the Registration Statement and each person, if any, who controls the Company Fund or the Adviser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in subsection (a) of this Section 6, 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), or any preliminary prospectus, any Issuer Free Writing ProspectusSales Material, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Prospectus or the Prospectus, Prospectus (or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information and shall reimburse Fund or the Company for any legal or other expenses reasonably incurred Adviser by such party Underwriter through Xxxxx Fargo expressly for use in connection with investigating the Registration Statement (or preparing to defend any amendment thereto) or defending against such preliminary prospectus, any Sales Material, the Preliminary Prospectus or appearing as third party witness in connection with the Prospectus (or any such loss, claim, damage, liability, action, investigation amendment or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(bsupplement thereto), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations Fund and the Adviser acknowledge that (i) the statements set forth in the last paragraph of the cover page regarding the expected delivery of the Securities and, under this Section 7(bthe heading “Underwriting”, (ii) are not exclusive the list of Underwriters and will be their respective participation in addition the sale of the Securities, (iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in any liability, which Preliminary Prospectus and the Company might otherwise have and shall not limit Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any rights Preliminary Prospectus or remedies which may otherwise be available at law or in equity to each Company Indemnified Partythe Prospectus.

Indemnification by the Underwriters. The Underwriters Each underwriter, if any, which facilitates the disposition of Registrable Securities shall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company and Company, its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company’s affiliates and each of their respective directors), officers, employees, agents its officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement respect thereof) arise out of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any or are based upon an 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 Securities Act Regulations, any such Registration Statement or Prospectus or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by such holder or underwriter expressly for use therein; provided, however, that no underwriter shall be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such underwriter in respect of shares sold by it, and shall (ii) reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation action or proceeding, claim as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any preliminary other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any litigation if such settlement or is effected with the prior written consent of the Underwriters) arising out based upon (i) any 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Company through the Representative expressly for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts discount and commission received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts and commission received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company Underwriter might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Underwriter Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of such the UnderwritersUnderwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Registration Statement, any Issuer Free Writing Preliminary Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) the Time of the Securities Act RegulationsSale Disclosure Package, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by such Underwriter specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will severally and not jointly indemnify and hold harmless the Company and the Company’s affiliates , each of its directors and each of their respective directorsits officers who signs a Registration Statement, officers, employees, agents the Operating Partnership and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the each, an “Company Indemnified Parties” and each a “Company Underwriter Indemnified Party”) from and ), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement respect thereof) arise out of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Prospectus or the ProspectusGeneral Disclosure Package, or in any amendment arise out of or supplement thereto, or (ii) are based upon the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) alleged omission of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such party Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such fees and expenses are incurred. Notwithstanding , it being understood and agreed that the provisions only such information furnished by any Underwriter consists of this Section 7(b)the following information in the Final Prospectus furnished on behalf of each Underwriter: (i) the information relating to stabilizing transactions, penalty bids and syndicate covering transactions contained in no event shall any indemnity by the Underwriters eleventh, twelfth, thirteenth, fourteenth and fifteenth paragraphs under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partycaption “Underwriting.”

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company and the Company’s affiliates its affiliates, directors and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred and documented by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwritersrelevant Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Registration Statement, any Issuer Free Writing Prospectusthe Disclosure Package, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required arise out of or are based upon the omission or alleged omission to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, state therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Underwriters Information specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by the Underwriters consists of the information described as such in Section 5(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of The indemnity agreement set forth in this Section 7(b), in no event 5(b) shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which liabilities that the Company might otherwise have and shall not limit any rights or remedies which relevant Underwriter may otherwise be available at law or in equity to each Company Indemnified Partyhave.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any preliminary other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred and documented by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company and the Company’s affiliates and each of their respective , its directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any litigation if such settlement or is effected with the prior written consent of the Underwriters) arising out based upon (i) any untrue statement of a material fact contained in any preliminary prospectusRegistration Statement, any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any preliminary prospectusRegistration Statement, any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b)5.2, in no event shall any indemnity by the Underwriters an Underwriter under this Section 7(b) 5.2 exceed the total discounts discount and commission received by the Underwriters such Underwriter in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein, in light of (other than in the case of the Registration Statement) the circumstances under which they were are made, not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any 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 Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Underwriter Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b8(b), in no event shall any indemnity by the Underwriters under this Section 7(b8(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b8(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall shall, severally and not jointly, indemnify and hold harmless the Company and the Company’s affiliates and each of their respective affiliates, directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any litigation if such settlement or is effected with the prior written consent of the Underwriters) arising out based upon (i) any 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or in reliance upon and in conformity with the Underwriters Information, (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information Information, or (iii) any payment of compensation or other fees owed to one of more selected dealers pursuant to any selected dealer agreements, and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b6(b), in no event shall any indemnity by the Underwriters under this Section 7(b6(b) exceed the total discounts commission received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will severally and not jointly indemnify and hold harmless the Company and the Company’s affiliates , each of its directors and each of their respective directors, officers, employees, agents its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the each, an “Company Indemnified Parties” and each a “Company Underwriter Indemnified Party”) from and ), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement respect thereof) arise out of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectuspart of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of or are based upon the Securities Act Regulations, any Registration Statement omission or the Prospectus, or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such party Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such fees and expenses are incurred. Notwithstanding , it being understood and agreed that the provisions only such information furnished by any Underwriter consists of this Section 7(bthe following information in the Final Prospectus furnished on behalf of each Underwriter: the concession and discount figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)” and the information contained in the sixth through eleventh paragraphs under the caption “Underwriting (Conflicts of Interest)”) (pertaining to the underwriters’ intention to make market in the Notes, in no event shall any indemnity by stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids and the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partyallocation of Internet distributions).

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates Manager, and each of their respective directors, officers, employees, agents directors and each of the Company’s officers who signed the Registration Statement and each person, if any, who controls the Company or the Manager within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in subsection (a) of this Section 7, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, or the Pre-Pricing Prospectus, any other preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d) or any “bona fide electronic road show” (as defined in Rule 433) or other materials made available by the Company or with the Company’s consent during certain meetings in connection with the marketing of the offering of the Securities Act Regulationsthat do not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or the Pre-Pricing Prospectus, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any other preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d) of or any “bona fide electronic road show” (as defined in Rule 433) or other materials made available by the Securities Act Regulations, any Registration Statement Company or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters Company’s consent during certain meetings in connection with the Offering. The indemnification obligations marketing of the offering of the Securities that do not constitute an Issuer Free Writing Prospectus consists exclusively of the following information appearing under this Section 7(b) are not exclusive the caption “Underwriting” in the Pre-Pricing Prospectus and will be the Prospectus: the information regarding stabilization, syndicate covering transactions and penalty bids appearing in addition to any liability, which the Company might otherwise have first and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partysecond paragraphs under the subcaption “Stabilization” appearing under such caption.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company Company, the Adviser and the Company’s affiliates and Administrator, each of their respective directors, affiliates, officers, employees, agents partners and members, and each person, if any, who controls the Company Company, the Adviser or the Administrator within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(dsubsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Securities Act Regulations, any Registration Statement (or the Prospectusany amendment thereto), or in any amendment or supplement thereto, or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of 482 Material, the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances under which they were madeforegoing), not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse written information furnished to the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity Company by the Underwriters under this Section 7(b) exceed through the total discounts received by Representatives expressly for use in the Underwriters Registration Statement (or any amendment thereto), or in connection with any Preliminary Prospectus, Rule 482 Material, the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition General Disclosure Package or the Prospectus (or any amendment or supplement to any liabilityof the foregoing), which consists exclusively of the Company might otherwise have following: (i) their names and shall not limit any rights or remedies which may otherwise be available at law or (ii) the information regarding price stabilizations and short positions appearing in equity to each Company Indemnified Partythe eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates and , its directors, each of their respective directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a)(1) of this Section 6, as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained amendment thereto), or 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 Securities Act Regulations, any Registration Statement Prospectus or the Prospectus, Prospectus (or in any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement Prospectus or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances foregoing), consists exclusively of the information appearing under which they were madethe caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus regarding stabilization, not misleadingsyndicate covering transactions, penalty bids and discretionary sales appearing in the 15th, 16th and 17th paragraphs under such caption (but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, insofar as such fees and expenses are incurred. Notwithstanding information concerns the provisions of this Section 7(bUnderwriters), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred and documented by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained in any the preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any the preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Underwriter Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of such the UnderwritersUnderwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by such Underwriter specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and on or in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, each Selling Stockholder, their affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company and each Selling Stockholder within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company and the Selling Stockholders may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(f)), and will reimburse the Company and the Selling Stockholders for any reasonable, documented, out-of-pocket legal or other expenses reasonably incurred by the Company or any such party Selling Stockholder in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company and the Company’s affiliates and each of their respective , its affiliates, directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any preliminary other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Regulations, Rules and Regulations or any Registration Statement or the Prospectus, or in any amendment or supplement thereto, road show or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e) hereof), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter, subject to Section 6(c)), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any preliminary amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroadshow, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred and documented by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter severally agrees to indemnify and hold harmless each of the Company Fund and the Company’s affiliates and Advisers, each of their respective directors, officerstrustees, employeesmembers, agents each of their officers who signed the Registration Statement and each person, if any, who controls the Company Fund or the Advisers within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any preliminary prospectusamendment thereto), including any Rule 430B Information, or the Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Prospectus or the Prospectus, Prospectus (or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information and shall reimburse Fund or the Company for any legal or other expenses reasonably incurred Advisers by such party Underwriter through UBS expressly for use in connection with investigating the Registration Statement (or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(bamendment thereto), in no event shall including any indemnity by Rule 430B Information, or any Issuer Free Writing Prospectus, the Underwriters under this Section 7(b) exceed Preliminary Prospectus or the total discounts received by the Underwriters in connection with the OfferingProspectus (or any amendment or supplement thereto). The indemnification obligations Fund and the Advisers acknowledge that (i) the statements set forth in the last paragraph of the cover page regarding the expected delivery of the Securities and, under this Section 7(bthe heading “Underwriting”, (ii) are not exclusive the list of Underwriters and will be their respective participation in addition the sale of the Securities, (iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in any liability, which Preliminary Prospectus and the Company might otherwise have and shall not limit Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any rights Preliminary Prospectus or remedies which may otherwise be available at law or in equity to each Company Indemnified Partythe Prospectus.

Indemnification by the Underwriters. The Underwriters Each Underwriter shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents its officers who signed the Final Offering Circular and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and each of the Selling Stockholders (the “Selling Stockholder Indemnified Parties”) against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement respect thereof), to which such Company Indemnified Party or Selling Stockholder Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any litigation if such settlement or is effected with the prior written consent of the Underwriters) arising out based upon (i) any untrue statement of a material fact contained in any preliminary prospectusthe Offering Statement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Offering Circular or the ProspectusFinal Offering Circular, or in any amendment or supplement thereto, any Written Testing-the-Waters Communication, in reliance upon and in conformity with written information furnished to the Company or such Selling Stockholder, as applicable, by the Underwriter expressly for use, or (ii) the omission to state in any preliminary prospectusthe Offering Statement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Offering Circular or the ProspectusFinal Offering Circular, or in any amendment or supplement thereto, any Written Testing-the-Waters Communication, 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, therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Company or such Selling Stockholder through the Underwriter expressly for use therein, which information the parties hereto agree is limited to the Underwriter’s Information and shall reimburse the Company and such Selling Stockholder, as applicable, for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b10(c), in no event shall any indemnity by the Underwriters Underwriter under this Section 7(b10(c) exceed the total discounts discount and commission received by the Underwriters Underwriter in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter severally agrees to indemnify and hold harmless the Company and the Company’s affiliates and each of the Triangle Entities, their respective directors, officersmembers and shareholders, employeeseach of the Triangle Entities’ officers who signed the Registration Statement, agents and each person, if any, who controls the Company a Triangle Entity within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any preliminary prospectusamendment thereto), including the Rule 430C Information, or any Issuer Free Writing Preliminary Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of sales material, the Securities Act Regulations, any Registration Statement Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred Triangle Entities by such party Underwriter expressly for use in connection with investigating the Registration Statement (or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(bamendment thereto), in no event shall including the Rule 430C Information, or such Preliminary Prospectus, sales material, Disclosure Package or Prospectus (or any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offeringamendment or supplement thereto). The indemnification obligations Triangle Entities acknowledge that the statements set forth in the Preliminary Prospectus and the Prospectus in (i) the last paragraph of the cover page regarding delivery of the Securities and (ii) under this Section 7(bthe heading “Underwriting,” (A) are not exclusive the list of Underwriters and will be their respective participation in addition the sale of the Securities, (B) the sentences related to any liabilityconcessions and reallowances and (C) the paragraph related to stabilization, which syndicate covering transactions and penalty bids constitute the Company might otherwise have and shall not limit any rights only information furnished in writing by or remedies which may otherwise be available at law on behalf of the several Underwriters for inclusion in the Disclosure Package or in equity to each Company Indemnified Partythe Prospectus.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will severally and not jointly indemnify and hold harmless the Company and the Company’s affiliates , each of its directors and each of their respective directorsits officers who signs a Registration Statement, officers, employees, agents the Operating Partnership and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the each, an “Company Indemnified Parties” and each a “Company Underwriter Indemnified Party”) from and ), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement respect thereof) arise out of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Prospectus or the ProspectusGeneral Disclosure Package, or in any amendment arise out of or supplement thereto, or (ii) are based upon the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such party Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such fees and expenses are incurred. Notwithstanding , it being understood and agreed that the provisions only such information furnished by any Underwriter consists of this Section 7(b)the following information in the Final Prospectus furnished on behalf of each Underwriter: (i) the information contained in the fourth paragraph under the caption “Underwriting”, and (ii) the information relating to stabilizing transactions, penalty bids and syndicate covering transactions contained in no event shall any indemnity by the Underwriters tenth, eleventh, twelfth, thirteenth, fourteenth and fifteenth paragraphs under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partycaption “Underwriting.”

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and Company, its directors, each of its officers who signed the Company’s affiliates Registration Statement, the Selling Shareholder and each of their respective directors, officers, employees, agents its directors and officers and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Shareholder to the same extent as the indemnity set forth in paragraph (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”a) from and against above, but only with respect to any losses, claims, damages or liabilities (including including, without limitation, legal fees and other expenses incurred in settlement of connection with any litigation if suit, action or proceeding or any claim asserted, as such settlement is effected with the prior written consent of the Underwritersfees and expenses are reasonably incurred) arising that arise out (i) of, or are based upon, any untrue statement of a material fact contained or omission or alleged untrue statement or omission made in reliance upon and in conformity with any preliminary prospectusinformation relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed road show or required to be filed pursuant to Rule 433(d) any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the Securities Act Regulationsfollowing information furnished on behalf of each Underwriter: the information contained in the fifteenth and sixteenth paragraphs, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to under the extent that caption “Underwriting (Conflicts of Interest)” in the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified PartyProspectus.

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and Company, the Company’s affiliates and each of their respective directors, officers, employees, agents and the Selling Shareholders, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b9(b), in no event shall any indemnity by the Underwriters under this Section 7(b9(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b9(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters Each Underwriter shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents its officers who signed the Final Offering Circular and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any litigation if such settlement or is effected with the prior written consent of the Underwriters) arising out based upon (i) any untrue statement of a material fact contained in any preliminary prospectusthe Offering Statement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Offering Circular or the ProspectusFinal Offering Circular, or in any amendment or supplement thereto, any Written Testing-the-Waters Communication, in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for such use (the “Underwriter’s Information”), or (ii) the omission to state in any preliminary prospectusthe Offering Statement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Offering Circular or the ProspectusFinal Offering Circular, or in any amendment or supplement thereto, any Written Testing-the-Waters Communication, 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, therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Company through the Underwriter expressly for use therein, which information the parties hereto agree is limited to the Underwriter’s Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b8(c), in no event shall any indemnity by the Underwriters under this Section 7(b8(c) exceed the total discounts discount and commission received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the UnderwritersRepresentative) arising out (i) any 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 Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any the Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Underwriter Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b8(b), in no event shall any indemnity by the Underwriters under this Section 7(b8(b) exceed the total discounts received by the Underwriters in connection with the OfferingUnderwriters’ Discount. The indemnification obligations under this Section 7(b8(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred and documented by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out of (i) any 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts and commission received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company Underwriter might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred and documented by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company Partnership, the directors and the Company’s affiliates and director nominees, each of their respective directors, officers, employees, agents the officers of the General Partner who signed the Registration Statement and each person, if any, who controls the Company Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in subsection (a) of this Section 6, 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), or the Pre-Pricing Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), or any “road show” (as defined in Rule 433) of that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Securities Act Regulations, any Partnership by such Underwriter through the Representatives expressly for use therein. The Partnership hereby acknowledges and agrees that the information furnished to the Partnership by the Underwriters through the Representatives expressly for use in the Registration Statement (or the Prospectus, or in any amendment or supplement thereto), or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing ProspectusProspectus or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, consists exclusively of (A) the names of the Securities Act RegulationsUnderwriters appearing on the cover page of the Pre-Pricing Prospectus and the Prospectus and the last paragraph of the cover page of the Pre-Pricing Prospectus and the Prospectus regarding delivery of the Securities, any Registration Statement or and (B) the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make : (i) the statements therein, in light names of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations table in the first paragraph under this Section 7(bthe caption “Underwriting,” (ii) are not exclusive the information regarding the concession and will be reallowance appearing in addition the first paragraph under the caption “Discounts,” (iii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the first and second paragraphs under the caption “Stabilization” and (iv) the information regarding the limitation on sales to any liability, which discretionary accounts appearing in the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partyfirst paragraph under the caption “Discretionary Accounts.”

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees to indemnify and hold harmless each of the Company Fund, the Adviser and the Company’s affiliates and Sub-Adviser, each of their respective partners, directors, officerstrustees, employeesmembers, agents each of their officers who signed the Registration Statement, and each person, if any, who controls the Company Fund, the Adviser or Sub-Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any preliminary prospectusamendment thereto), any Issuer Free Writing the Preliminary Prospectus, any “issuer information” filed sales material, the Disclosure Package or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Prospectus (or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information and shall reimburse Fund, the Company for any legal Adviser or other expenses reasonably incurred the Sub-Adviser by such party Underwriter expressly for use in connection with investigating the Registration Statement (or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(bamendment thereto), in no event shall such Preliminary Prospectus, sales material, Disclosure Package or Prospectus (or any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offeringamendment or supplement thereto). The indemnification obligations Fund, the Adviser and Sub-Adviser acknowledge that the statements set forth in the Preliminary Prospectus and the Prospectus in (i) the last sentence of the paragraph of the cover page regarding delivery of the Securities and (ii) under this Section 7(bthe heading "Underwriting," (A) are not exclusive the list of Underwriters and will be their respective participation in addition the sale of the Securities, (B) the sentences related to any liabilityconcessions and re-allowances and (C) the paragraph related to stabilization, which syndicate covering transactions and penalty bids constitute the Company might otherwise have and shall not limit any rights only information furnished in writing by or remedies which may otherwise be available at law on behalf of the several Underwriters for inclusion in the Disclosure Package or in equity to each Company Indemnified Partythe Prospectus.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and Partnership, the Company’s affiliates and directors of the General Partner, each of their respective directors, officers, employees, agents the officers of the General Partner who signed the Registration Statement and each person, if any, who controls the Company Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained amendment thereto), or 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 Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Partnership by such Underwriter through the Representatives expressly for use therein. The Partnership hereby acknowledges and agrees that the information furnished to the Partnership by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances foregoing), consists exclusively of the following information appearing under which they were madethe caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in under the caption “—Commissions and Expenses,” (ii) the information regarding stabilization, not misleadingsyndicate covering transactions and penalty bids appearing under the caption “—Stabilization, Short Positions and Penalty Bids” (but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, insofar as such fees information concerns the Underwriters) and expenses are incurred. Notwithstanding (iii) the provisions of this Section 7(b), in no event shall any indemnity by information regarding compliance with FINRA Rule 2310 appearing under the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partycaption “—Relationships/FINRA Rules.”

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and Trust, its trustees, the Company’s affiliates and each of their respective , its directors, officers, employees, agents officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 7, as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained amendment thereto), or 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 Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company or the Trust by such Underwriter through the Representatives expressly for use therein. The Trust and the Company each hereby acknowledges and agrees that the information furnished to the Trust and the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances foregoing), consists exclusively of the following information appearing under which they were madethe caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the first paragraph under the caption “Underwriting—Discounts” and (ii) the information regarding stabilization, not misleading, syndicate covering transactions and penalty bids appearing under the caption “Underwriting—Stabilization” (but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, insofar as such fees and expenses are incurred. Notwithstanding information concerns the provisions of this Section 7(bUnderwriters), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter severally agrees to indemnify and hold harmless each of the Company Fund and the Company’s affiliates and Advisers, each of their respective directors, officerstrustees, employeesmembers, agents each of their officers who signed the Registration Statement and each person, if any, who controls the Company Fund or the Advisers within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in subsection (a) of this Section 6, 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), or any preliminary prospectus, any Issuer Free Writing ProspectusSales Material, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Prospectus or the Prospectus, Prospectus (or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information and shall reimburse Fund or the Company for any legal or other expenses reasonably incurred Advisers by such party Underwriter through Wxxxx Fargo expressly for use in connection with investigating the Registration Statement (or preparing to defend any amendment thereto) or defending against such preliminary prospectus, any Sales Material, the Preliminary Prospectus or appearing as third party witness in connection with the Prospectus (or any such loss, claim, damage, liability, action, investigation amendment or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(bsupplement thereto), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations Fund and the Advisers acknowledge that (i) the statements set forth in the last paragraph of the cover page regarding the expected delivery of the Securities and, under this Section 7(bthe heading “Underwriting”, (ii) are not exclusive the list of Underwriters and will be their respective participation in addition the sale of the Securities, (iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in any liability, which Preliminary Prospectus and the Company might otherwise have and shall not limit Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any rights Preliminary Prospectus or remedies which may otherwise be available at law or in equity to each Company Indemnified Partythe Prospectus.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally but not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter, specifically for use in the preparation thereof (it being understood and agreed that the only information furnished by the several Underwriters Information consists of the information described as such in Section 6(e)), and shall will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any preliminary other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or the Prospectusroadshow materials, or in any amendment or supplement theretoTesting-the-Waters Communication, or (ii) the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(f)), or (iii) any investigation or proceeding by any governmental authority relating to or arising out of either clause (i) or (ii) above, whether commenced or threatened and whether or not the Company is a target of or party to such investigation or proceeding, and the Underwriters Information will, severally and shall not jointly, reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will severally and not jointly indemnify and hold harmless the Company and the Company’s affiliates , each of its directors and each of their respective directorsits officers who signs a Registration Statement, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the each, an “Company Indemnified Parties” and each a “Company Underwriter Indemnified Party”) from and ), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement respect thereof) arise out of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Prospectus or the ProspectusGeneral Disclosure Package, or in any amendment arise out of or supplement thereto, or (ii) are based upon the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) alleged omission of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such party Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such fees and expenses are incurred. Notwithstanding , it being understood and agreed that the provisions only such information furnished by any Underwriter consists of this Section 7(bthe following information in the Final Prospectus furnished on behalf of each Underwriter: the information in the first table and the fourth and tenth paragraphs under the caption “Underwriting” (the “Underwriter Information”), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates and each of their respective , its directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively and the “Company Indemnified Parties” Selling Shareholder, its officers, directors, employees and each a “Company Indemnified Party”person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity set forth in paragraph (a) from and against of this Section 9, but only with respect to any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising that arise out (i) of, or are based upon, any untrue statement of a material fact contained or omission or alleged untrue statement or omission (A) in the October 7, 2015 FWP, or (B) made in reliance upon and in conformity with any preliminary prospectusinformation relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed road show or required to be filed pursuant to Rule 433(d) any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the Securities Act Regulations, any Registration Statement or following information in the Prospectus, or in any amendment or supplement thereto, or (ii) Prospectus furnished on behalf of each Underwriter: the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) names of the Securities Act RegulationsUnderwriters, any Registration Statement or the Prospectusconcession figure appearing in the first paragraph under the heading “Underwriting Discounts and Commissions” and the information regarding stabilizing transactions contained in the first five paragraphs under the heading “Price Stabilization, or in any amendment or supplement theretoShort Positions”, 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, but in each case only under the caption “Underwriting” relating to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified PartyShares.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company and the Company’s affiliates and each of their respective its directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages damages, liabilities or expenses to which the Company, or any such director, officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages, liabilities or expenses (including or actions in settlement of any litigation if such settlement is effected with the prior written consent of the Underwritersrespect thereof) arising out have resulted solely from (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any preliminary prospectus, the General Disclosure Package, any Issuer Issuer-Represented Free Writing Prospectus or any roadshow that does not constitute an Issuer-Represented Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, Prospectus or in any amendment or supplement thereto, thereto or (ii) the omission or the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, but in each case to the extent (but only to the extent extent) that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse written information concerning any Underwriter furnished to the Company by the Representatives specifically for use therein as set forth in Section 11; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses reasonably incurred by the Company or any such party in connection with investigating director, officer or preparing to defend or defending against or appearing as third party witness controlling person in connection with any such loss, claim, damage, liability, action, investigation expense or proceeding, as such fees and expenses are incurredaction in respect thereof. Notwithstanding the provisions of The indemnity agreement set forth in this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might liability that each Underwriter may otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partythe indemnified parties.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company and each of the Company’s affiliates , the Subsidiary, each Selling Stockholder and each of their respective directorsaffiliates, officers, employees, agents directors and officers and each person, if any, who controls each of the Company Company, the Subsidiary or each Selling Stockholder within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company, the Subsidiary or any Selling Stockholder may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company or the Subsidiary has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company or the Subsidiary by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(f)), and will reimburse the Company Company, the Subsidiary and any such Selling Stockholder for any legal or other expenses reasonably incurred by the Company, the Subsidiary or such party Selling Stockholder in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusSection 5(d) Written Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(f)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company and the Company’s affiliates each Selling Stockholder, its affiliates, directors and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company and each Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company or the Selling Stockholders may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Regulations, Rules and Regulations or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by any Representative, or by any Underwriter through any Representative, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(f)), and will reimburse the Company and the Selling Stockholders for any out-of-pocket legal or other expenses reasonably incurred by the Company or any such party Selling Stockholder in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates and , its directors, each of their respective directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained amendment thereto), or 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 Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(bforegoing), consists exclusively of the following information appearing under the caption “Underwriting” in no event shall any indemnity the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the first paragraph under the caption “Discounts and Commissions”, (ii) statements regarding delivery of shares by the Underwriters set forth on the cover page and (iii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the first paragraph (other than the last sentence), the second paragraph and the fourth paragraph under this Section 7(b) exceed the total discounts received by caption “Stabilization” (but only insofar as such information concerns the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified PartyUnderwriters).

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusTesting-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company or in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates and , its directors, each of their respective directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 7, as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Written Testing-the-Waters Communications, the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Written Testing-the-Waters Communications, the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances foregoing), consists exclusively of the following information appearing in the Pre-Pricing Prospectus and the Prospectus under which they were made, not misleading, but in each case only to the extent that caption “Underwriting”: (i) the untrue statement or omission was made in reliance upon and in conformity with names of the Underwriters Information and shall reimburse their respective participation in the Company for any legal or other expenses reasonably incurred by such party sale of the Securities, (ii) the information regarding the concession and reallowance appearing in connection with investigating or preparing to defend or defending against or the 5th paragraph thereunder, and (iii) the information regarding price stabilization, short positions, and penalty bids appearing as third party witness in connection with any such lossthe 10th, claim11th, damage12th, liability, action, investigation or proceeding, as such fees 13th and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party14th paragraphs thereunder.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Registration Statement, any Issuer Free Writing Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any “amendment or supplement thereto, any issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroadshow, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred and documented by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall shall, severally and not jointly, indemnify and hold harmless the Company and the Company’s affiliates and each of their respective affiliates, directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any litigation if such settlement or is effected with the prior written consent of the Underwriters) arising out based upon (i) any untrue statement of a material fact contained in any preliminary prospectusthe Registration Statement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Prospectus or the Prospectus, or in any amendment or supplement thereto, or in reliance upon and in conformity with the Underwriters Information, (ii) the omission to state in any preliminary prospectusthe Registration Statement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Prospectus or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information Information, or (iii) any payment of compensation or other fees owed to one of more selected dealers pursuant to any selected dealer agreements, and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts commission received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters Each Underwriter shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective 's directors, officers, employees, agents its officers who signed the Final Offering Circular and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “"Company Indemnified Parties” " and each a “"Company Indemnified Party”") from and against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any litigation if such settlement or is effected with the prior written consent of the Underwriters) arising out based upon (i) any untrue statement of a material fact contained in any preliminary prospectusthe Offering Statement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Offering Circular or the ProspectusFinal Offering Circular, or in any amendment or supplement thereto, any Written Testing-the-Waters Communication, in reliance upon and in conformity with written information furnished to the Company, as applicable, by the Underwriter expressly for use, or (ii) the omission to state in any preliminary prospectusthe Offering Statement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Offering Circular or the ProspectusFinal Offering Circular, or in any amendment or supplement thereto, any Written Testing-the-Waters Communication, 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, therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Company through the Underwriter expressly for use therein, which information the parties hereto agree is limited to the Underwriter's Information and shall reimburse the Company Company, as applicable, for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b10(c), in no event shall any indemnity by the Underwriters Underwriter under this Section 7(b10(c) exceed the total discounts discount and commission received by the Underwriters Underwriter in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(f)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters Each Underwriter shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents its officers who signed the Final Offering Circular and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any litigation if such settlement or is effected with the prior written consent of the Underwriters) arising out based upon (i) any untrue statement of a material fact contained in any preliminary prospectusthe Offering Statement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Offering Circular or the ProspectusFinal Offering Circular, or in any amendment or supplement thereto, any Written Testing-the-Waters Communication, in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use, or (ii) the omission to state in any preliminary prospectusthe Offering Statement, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Offering Circular or the ProspectusFinal Offering Circular, or in any amendment or supplement thereto, any Written Testing-the-Waters Communication, 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, therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Underwriters Company through the Underwriter expressly for use therein, which information the parties hereto agree is limited to the Underwriter’s Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b10(c), in no event shall any indemnity by the Underwriters Underwriter under this Section 7(b10(c) exceed the total discounts discount and commission received by the Underwriters Underwriter in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates and , its directors, each of their respective directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any preliminary prospectusamendment thereto), or the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter by or on behalf of the Securities Act Regulations, any Representatives specifically for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters by or on behalf of the Representatives specifically for use in the Registration Statement (or the Prospectus, or in any amendment or supplement thereto), or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing ProspectusProspectus or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, consists exclusively of the Securities Act Regulations, any Registration Statement or following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the second paragraph under such caption, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make (ii) the statements therein, in light legal and marketing name of the circumstances Underwriters and (iii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the ninth, tenth and eleventh paragraphs under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partycaption.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, and each Selling Shareholder, its affiliates, directors and officers and each person, if any, who controls such Selling Shareholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any document incorporated by reference therein, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and agreed that the only information furnished by an Underwriter consists of the Underwriters Information Information), and shall will reimburse the Company and the Selling Shareholder for any legal or other expenses reasonably incurred and documented by such party the Company and the Selling Shareholder in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430A Information and any preliminary other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter severally agrees to indemnify and hold harmless each of the Company Fund and the Company’s affiliates and Advisers, each of their respective directors, officerstrustees, employeesmembers, agents each of their officers who signed the Registration Statement and each person, if any, who controls the Company Fund or the Advisers within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in subsection (a) of this Section 6, 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), or any preliminary prospectus, any Issuer Free Writing ProspectusSales Material, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Preliminary Prospectus or the Prospectus, Prospectus (or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with information furnished to the Underwriters Information and shall reimburse Fund or the Company for any legal or other expenses reasonably incurred Advisers by such party Underwriter through Xxxxxxx Xxxxx expressly for use in connection with investigating the Registration Statement (or preparing to defend any amendment thereto) or defending against such preliminary prospectus, any Sales Material, the Preliminary Prospectus or appearing as third party witness in connection with the Prospectus (or any such loss, claim, damage, liability, action, investigation amendment or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(bsupplement thereto), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations Fund and the Advisers acknowledge that (i) the statements set forth in the last paragraph of the cover page regarding the expected delivery of the Securities and, under this Section 7(bthe heading “Underwriting”, (ii) are not exclusive the list of Underwriters and will be their respective participation in addition the sale of the Securities, (iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in any liability, which Preliminary Prospectus and the Company might otherwise have and shall not limit Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any rights Preliminary Prospectus or remedies which may otherwise be available at law or in equity to each Company Indemnified Partythe Prospectus.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will severally and not jointly indemnify and hold harmless the Company and the Company’s affiliates , each of its directors and each of their respective directors, officers, employees, agents its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the each, an “Company Indemnified Parties” and each a “Company Underwriter Indemnified Party”) from and ), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement respect thereof) arise out of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectuspart of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of or are based upon the Securities Act Regulations, any Registration Statement omission or the Prospectus, or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such party Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such fees and expenses are incurred. Notwithstanding , it being understood and agreed that the provisions only such information furnished by any Underwriter consists of this Section 7(bthe following information in the Final Prospectus furnished on behalf of each Underwriter: the concession and discount figures appearing in the third paragraph under the caption “Underwriting (Conflicts of Interest)” and the information contained in the sixth through tenth paragraphs under the caption “Underwriting (Conflicts of Interest)”) (pertaining to the underwriters’ intention to make market in the Notes, in no event shall any indemnity by stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids and the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partyallocation of Internet distributions).

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b8(b), in no event shall any indemnity by the Underwriters under this Section 7(b8(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b8(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Regulations, Rules and Regulations or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(f) hereof), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(f)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any preliminary other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, any Issuer Free Writing Prospectus, roadshow or investor presentations made to investors by the Company (whether in person or electronically) or any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only such information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding incurred to the provisions of this Section 7(b)extent, but only to the extent, that such loss, claim, damage, liability or action is based solely on an untrue statement or alleged untrue statement or omission or alleged omission made in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters reliance upon and in connection conformity with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition written information furnished to any liability, which the Company might otherwise have by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall not limit any rights or remedies which may otherwise be available at law or agreed than the only such information furnished by an Underwriter consists of the information described as such in equity to each Company Indemnified PartySection 6(e)).

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates and CONE Parties, their directors, each of their respective directors, officers, employees, agents the General Partner’s officers who signed the Registration Statement and each person, if any, who controls the Company Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a)(1) of this Section 6, as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Written Testing-the-Waters Communication, the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Partnership by such Underwriter through the Representatives expressly for use therein. The CONE Parties hereby acknowledge and agree that the information furnished to the Partnership by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Written Testing-the-Waters Communication, the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(bforegoing), consists exclusively of the following information appearing under the caption “Underwriting” in no event shall any indemnity by the Underwriters Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the first paragraph under this Section 7(bthe caption “Discounts,” (ii) exceed the total discounts received by information regarding stabilization, syndicate covering transactions and penalty bids appearing in the Underwriters first and second paragraphs under the caption “Stabilization” and (iii) the information regarding the limitation on sales to discretionary accounts appearing in connection with the Offering. The indemnification obligations first paragraph under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partycaption “Discretionary Accounts.”

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any document incorporated by reference therein, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and agreed that the only information furnished by an Underwriter consists of the Underwriters Information Information), and shall will reimburse the Company and the for any legal or other expenses reasonably incurred and documented by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and Partnership, the Company’s affiliates directors and each of their respective directors, officers, employees, agents the officers of the General Partner who signed the Registration Statement and each person, if any, who controls the Company Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in subsection (a) of this Section 6, 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), or the Pre-Pricing Prospectus, any other preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), or any “road show” (as defined in Rule 433) of that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Securities Act Regulations, any Partnership by such Underwriter through the Representative expressly for use therein. The Partnership hereby acknowledges and agrees that the information furnished to the Partnership by the Underwriters through the Representative expressly for use in the Registration Statement (or the Prospectus, or in any amendment or supplement thereto), or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing ProspectusProspectus or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, consists exclusively of the Securities Act Regulations, any Registration Statement or sentence on the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light cover page of the circumstances under which they were made, not misleading, but in each case only Pre-Pricing Prospectus and the Prospectus relating to the extent that delivery of the untrue statement or omission was made Units and the following information appearing in reliance upon the Pre-Pricing Prospectus and in conformity with the Underwriters Information Prospectus under the following captions: paragraph one under the caption “Underwriting—Commissions and shall reimburse Discounts,” “Underwriting—Price Stabilization,” “Underwriting—Short Positions and Penalty Bids” and paragraph two under the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partycaption “Underwriting—Other Relationships.”

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates and , its directors, each of their respective directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 7, as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Written Testing-the-Waters Communications, the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Written Testing-the-Waters Communications, the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances foregoing), consists exclusively of the following information appearing in the Pre-Pricing Prospectus and the Prospectus under which they were made, not misleading, but in each case only to the extent that caption “Underwriting”: (i) the untrue statement or omission was made in reliance upon and in conformity with names of the Underwriters Information and shall reimburse their respective participation in the Company for any legal or other expenses reasonably incurred by such party sale of the Securities, (ii) the information regarding the concession and reallowance appearing in connection with investigating or preparing to defend or defending against or the 5th paragraph thereunder, (iii) the information regarding online distribution of the Pre-Pricing Prospectus and the Prospectus appearing as third party witness in connection with any such lossthe 9th paragraph thereunder and (iv) the information regarding stabilization, claim, damage, liability, action, investigation or proceeding, as such fees syndicate covering transactions and expenses are incurred. Notwithstanding penalty bids appearing in the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive 16th and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party17th paragraphs thereunder.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates and , its directors, each of their respective directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages or liabilities (including claim, damage and expense described in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any preliminary prospectusamendment thereto), or in the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Prospectus or the Prospectus, Prospectus (or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulationsforegoing), any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter directly or through the Representatives or counsel for the Underwriters Information expressly for use therein. The Company hereby acknowledges and shall reimburse agrees that the information furnished to the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed directly or through the total discounts received by Representatives or counsel for the Underwriters expressly for use in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be Registration Statement (or any amendment thereto), or in addition the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any liabilityof the foregoing), which consists exclusively of the Company might otherwise have following information appearing under the caption “Underwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partythe Prospectus: (i) the information regarding the concession and reallowance appearing under the caption “Underwriting (Conflicts of Interest)-Commissions and Discounts” and (ii) the information regarding market making, stabilization, syndicate covering transactions and penalty bids appearing under the caption “Underwriting (Conflicts of Interest)-Short Positions” (but only insofar as such information concerns the Underwriters).

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company and the Company’s affiliates each Selling Stockholder, its affiliates, directors and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company and each Selling Stockholder within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company and the Selling Stockholders may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(f)), and will reimburse the Company and the Selling Stockholders for any legal or other expenses reasonably incurred by the Company or any such party Selling Stockholder in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and Company, each Selling Stockholder, the directors of the Company’s affiliates and each , the officers of their respective directorsthe Company who sign the Registration Statement, officers, employees, agents and each person, if any, who controls the Company or any Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” Act, and each a “affiliate of the Company Indemnified Party”) and each Selling Stockholder within the meaning of Rule 405 under the Securities Act, from and against any and all losses, claims, damages or and liabilities (including including, without limitation, any legal or other expenses reasonably incurred in settlement of connection with defending or investigating any litigation if such settlement is effected with the prior written consent of the Underwritersaction or claim) arising out (i) of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any preliminary prospectusamendment thereof, any Preliminary Prospectus, any Issuer Represented Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement Prospectus or the ProspectusProspectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or in arising out of or based upon any amendment omission or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading (in light of the circumstances under which they were made, not misleadingmade in the case of a Prospectus), but in each case only with reference to information relating to such Underwriter furnished to the extent Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Represented Free Writing Prospectus, Selling Stockholder Free Writing Prospectus, the Prospectus or any amendments or supplements thereto, it being acknowledged by the Company and each Selling Stockholder that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by only such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity information provided by the Underwriters under this expressly for use therein consists of the information set forth in the final sentence of Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party1.2.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company Company, and the Company’s affiliates and each of their respective its directors, officers, employees, agents each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and Act, against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in Section 6(a), as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained amendment thereto), or 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 Securities Act RegulationsMarketing Material, any Registration Statement Section 5(d) Written Communication, the General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, to any of the foregoing) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or (ii) Underwriters expressly for use therein. The Company hereby acknowledges that the omission only information that the Underwriter or Underwriters have furnished to state the Company expressly for use 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 Securities Act RegulationsMarketing Material, any Registration Statement Section 5(d) Written Communication, the General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances foregoing) are the following statements set forth under which they were madethe caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: the third sentence of the third paragraph, not misleading, but in each case only the sentences relating to the extent that selling concessions of the untrue statement or omission was made in reliance upon first paragraph under the title “Commissions and in conformity with Expenses,” and the Underwriters Information first sentence of the second paragraph under the caption “Underwriting - Market Making, Stabilization and shall reimburse Other Transactions” (collectively, the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b“Underwriter Information”), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates and , its directors, each of their respective directorsits officers who signed the Registration Statement, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus, the prior written consent General Disclosure Package or the Prospectus (or any amendment or supplement to any of the Underwritersforegoing), or any “road show” (as defined in Rule 433) arising out that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (i) or any untrue statement of a material fact contained amendment thereto), 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 Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, to any of the foregoing) or (ii) the omission to state in any preliminary prospectus, any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus consists exclusively of the following information appearing under the sub-caption “Price Stabilization, Short Positions and Penalty Bids” under the caption “Underwriting” in the Pre-Pricing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or General Disclosure Package and the Prospectus, or in any amendment or supplement thereto, 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, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which such indemnified party or parties may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430A Information and any preliminary other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or any Registration Statement or the ProspectusWritten Testing-the-Waters Communication, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred and documented by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective affiliates, directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement respect thereof), to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any litigation if such settlement or is effected with the prior written consent of the Underwriters) arising out based upon (i) any 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the Underwriters expressly for use therein, which information the parties hereto agree is limited to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts discount received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject under the Securities Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out (i) any of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, or any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement or arise out of or are based upon the Prospectus, omission or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and Company, the Company’s affiliates and each of Selling Stockholders, their respective directors, officers, employees, agents each of the Company’s officers who signed the Registration Statement and each person, if any, who controls the Company or a Selling Stockholder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 8, as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Written Testing-the-Waters Communications, the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company and the Selling Stockholders hereby acknowledge and agree that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Written Testing-the-Waters Communications, the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances foregoing), consists exclusively of the following information appearing in the Pre-Pricing Prospectus and the Prospectus under which they were made, not misleading, but in each case only to the extent that caption “Underwriting”: (i) the untrue statement or omission was made in reliance upon and in conformity with names of the Underwriters Information and shall reimburse their respective participation in the Company for any legal or other expenses reasonably incurred by such party sale of the Securities, (ii) the information regarding the concession and reallowance appearing in connection with investigating or preparing to defend or defending against or the 4th paragraph thereunder, (iii) the information regarding online distribution of the Pre-Pricing Prospectus and the Prospectus appearing as third party witness in connection with any such lossthe 6th paragraph thereunder and (iv) the information regarding short sales, claimstabilization, damagesyndicate covering transactions and penalty bids appearing in the 10th, liability, action, investigation or proceeding, as such fees 11th and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party12th paragraphs thereunder.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company Company, its affiliates, directors and the Company’s affiliates and each of their respective directors, officers, employees, agents officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Underwriterssuch Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any Issuer Free Writing Prospectus, any “issuer information” information that the Company has filed or is required to be filed file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, any Registration Statement Written Testing-the-Waters Communication or the Prospectus, or in any amendment or supplement theretoroad show, or (ii) arise out of or are based upon the omission or alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, therein 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Underwriters Information Company by you, or by such Underwriter through you, specifically for use in the preparation thereof (it being understood and shall agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the Company for any legal or other expenses reasonably incurred by such party the Company in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation liability or proceeding, action as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

Indemnification by the Underwriters. The Underwriters shall Each Underwriter will severally and not jointly indemnify and hold harmless the Company and the Company’s affiliates , each of its directors and each of their respective directorsits officers who signs a Registration Statement, officers, employees, agents the Operating Partnership and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the each, an “Company Indemnified Parties” and each a “Company Underwriter Indemnified Party”) from and ), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement respect thereof) arise out of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of or are based upon the Securities Act Regulations, any Registration Statement omission or the Prospectus, or in any amendment or supplement thereto, or (ii) the alleged omission to state 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 Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, 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, therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such party Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation or proceedingproceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such fees and expenses are incurred. Notwithstanding , it being understood and agreed that the provisions only such information furnished by any Underwriter consists of this Section 7(b)the following information in the Final Prospectus furnished on behalf of each Underwriter: (i) the information relating to concession figures contained in the third paragraph under the caption “Underwriting”, and (ii) the information relating to stabilizing transactions, penalty bids and syndicate covering transactions contained in no event shall any indemnity by the Underwriters fifteenth, sixteenth and seventeenth paragraphs under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Partycaption “Underwriting.”

Indemnification by the Underwriters. The Underwriters shall Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Company’s affiliates and , its directors, each of their respective directors, officers, employees, agents its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section 7, as incurred, but only with respect to untrue statements or liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement (including in settlement of or any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Written Testing-the-Waters Communications, the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Written Testing-the-Waters Communications, the Securities Act Regulations, any Registration Statement General Disclosure Package or the Prospectus, Prospectus (or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light any of the circumstances foregoing), consists exclusively of the following information appearing in the Pre-Pricing Prospectus and the Prospectus under which they were made, not misleading, but in each case only to the extent that caption “Underwriting”: (i) the untrue statement or omission was made in reliance upon and in conformity with names of the Underwriters Information and shall reimburse their respective participation in the Company for any legal or other expenses reasonably incurred by such party sale of the Securities, (ii) the information regarding the concession and reallowance appearing in connection with investigating or preparing to defend or defending against or the 4th paragraph thereunder, (iii) the information regarding online distribution of the Pre-Pricing Prospectus and the Prospectus appearing as third party witness in connection with any such lossthe 6th paragraph thereunder and (iv) the information regarding short sales, claimstabilization, damagesyndicate covering transactions and penalty bids appearing in the 10th, liability, action, investigation or proceeding, as such fees 11th and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party12th paragraphs thereunder.