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

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives have Representative has furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh third paragraph (beginning “Neither we nor any of and the underwriters...”) ninth paragraph under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective employees, officers and directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated belowthereof) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives expressly for use therein; , and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Initial Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “UnderwritingPlan of Distribution—Commissions and Discounts,” in the Prospectussecond paragraph under the caption “Plan of Distribution—New Issue of Notes” and the first two sentences of the first paragraph under the caption “Plan of Distribution—Short Positions” and each Initial Purchaser’s name as it appears on the front and back covers in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b9(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Representative have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any third sentence of the underwriters...”) seventh paragraph and the eighth and ninth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors directors, officers and employees and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser or as otherwise permitted under Section 8(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any third sentence of the underwriters...”) paragraph under the caption “UnderwritingPlan of Distribution—New Issue of Notes” and the first paragraph under the caption “Plan of Distribution—Short Positions” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise havehave to the Company, any Guarantor and each such director, officer, employee or controlling person.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective Affiliates, directors and officers and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director Affiliate, director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of such UnderwriterInitial Purchaser or does not require the consent of such Initial Purchaser as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director Affiliate, director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director Affiliate, director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors each Guarantor hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph fourth, fifth (beginning “Neither we nor any of the underwriters...”) third sentence), sixth (fourth and fifth sentences), eighth, ninth and tenth paragraphs under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Initial Purchaser expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any second and third sentences of the underwriters...”) 6th paragraph and the entire 11th paragraph under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantorand, upon execution and delivery of the Joinder Agreement, each officer of the Company or a Guarantor who signed the Registration StatementGuarantors, each of their respective directors directors, officers and employees and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of one firm of counsel, in addition to local and special counsels, as provided in Section 8(c)) as such expenses are reasonably incurred by the Company, any Guarantor or such director director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in paragraph four, the eleventh second sentence of paragraph (beginning “Neither we nor any five, the third sentence of the underwriters...”) paragraph six and paragraph nine under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of Company and the Company or a Guarantor who signed the Registration StatementGuarantors, each of their respective directors directors, each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor the Guarantors within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement Guarantors or any such director respective director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, any the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, any the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, the Guarantors or any Guarantor and each such director respective director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, any Guarantor or any such director respective director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the The Company and the Guarantors hereby acknowledges acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, any the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) paragraphs 8 and 9 under the caption heading entitled “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration StatementGuarantors, each of their respective directors and officers and each person, if any, who controls the Company or any Guarantor and the Guarantors within the meaning of the Securities Act or the Exchange ActAct (collectively, the “Company and Guarantors Indemnified Parties” and each, a “Company and Guarantor Identified Party”), against any loss, claim, damage, liability or expense, as incurred, Loss to which the Company, any Guarantor, any officer of the Company or a and Guarantor who signed the Registration Statement or any such director or controlling person Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Pricing Disclosure Package or the Prospectus Offering Memorandum (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Company Additional Written Communication, the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Pricing Disclosure Package or the Prospectus Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives expressly for use therein; and to reimburse the Company, any Company and Guarantor and each such director or controlling person Indemnified Party for any and all expenses (including the reasonable fees and disbursements of counselcounsel chosen by the Company) as such expenses are reasonably incurred by the Companysuch Company and Guarantor Indemnified Party, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense Losses or action. Each of the The Company and the Guarantors hereby acknowledges acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company by any Initial Purchaser through the Representatives expressly for use in any Company Additional Written Communication, the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Pricing Disclosure Package or the Prospectus Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any first sentence of the underwriters...”) sixth paragraph, the second sentence of the eighth paragraph and the tenth and eleventh paragraphs under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise havehave to the Company and Guarantors Indemnified Parties.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Initial Purchaser expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any first and second sentences of the underwriters...”) 5th paragraph and the first, second and third sentences of the 9th paragraph under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors directors, officers and employees and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director director, officer or employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser or without the written consent of such Initial Purchaser in accordance with Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer or employee or controlling person for any and all expenses (including the fees and disbursements of counselcounsel chosen by the Company) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, 24 settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh ninth paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors directors, officers and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh [ ] paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter the Initial Purchasers through the Representatives Banc of America Securities LLC expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in (x) the eleventh paragraph (beginning “Neither we nor any third and fourth sentences of the underwriters...”7th paragraph, (y) the 8th paragraph, in each case under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum and (z) the Initial Purchasers’ names as they appear in the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors directors, and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Pricing Disclosure Package or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Pricing Disclosure Package or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Initial Purchasers expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Initial Purchasers have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Pricing Disclosure Package or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) 7th and 9th paragraphs under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors directors, officers, employees and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser or is otherwise permitted by Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh eighth full paragraph of page (beginning “Neither we nor any ii) of, and the statements set forth in the table in the first paragraph, the first sentence of the underwriters...”) fifth paragraph, the third sentence of the seventh paragraph, the first and second sentences of the tenth paragraph and, with respect to the Initial Purchasers in the first and second sentences of the twelfth paragraph under the caption “UnderwritingPlan of Distribution” in in, the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, Purchaser will severally and not jointly, to jointly indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of and Guarantors and their respective directors directors, officers, employees and agents and each person, if any, who controls the Company or any Guarantor the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, a “Purchaser Indemnified Party”), against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration StatementPreliminary Offering Memorandum or the Final Offering Memorandum, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, any Preliminary Prospectus Communication or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Purchaser through the Representatives expressly Representative specifically for use therein; , and to will reimburse the Company, any Guarantor and each such director legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person Purchaser Indemnified Party in connection with investigating, defending, settling, compromising preparing or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company proceeding whatsoever (whether or not such Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and the Guarantors hereby acknowledges agreed that the only such information that furnished by any Purchaser consists of the Underwriters through the Representatives have furnished to the Company expressly for use following information in the Registration StatementPreliminary Offering Memorandum and the Final Offering Memorandum furnished on behalf of each Purchaser: the second paragraph, any Issuer Free Writing Prospectusthe third sentence of the ninth paragraph, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in tenth paragraph and the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) paragraph, in each case under the caption “UnderwritingPlan of Distribution;” in provided, however, that the Prospectus. The indemnity agreement set forth in Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 4(a) of this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise haveAgreement.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and officers and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of such UnderwriterInitial Purchaser or does not require the consent of such Initial Purchaser as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors each Guarantor hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fourth, sixth (third and fourth sentences), eighth, ninth, tenth, eleventh paragraph (beginning “Neither we nor any of the underwriters...”) and twelfth paragraphs under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and officers and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser or otherwise permitted by Section 9(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, any Issuer Free Writing Prospectusthe Pricing Supplement, any Preliminary Prospectus or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, any Issuer Free Writing Prospectusthe Pricing Supplement, any Preliminary Prospectus or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, any Issuer Free Writing Prospectus, any Preliminary Prospectus the Pricing Supplement or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any second and third sentences of the underwriters...”) second paragraph and the sixth and seventh paragraphs under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum or the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b9(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, Purchaser will severally and not jointly, to jointly indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of and Guarantors and their respective directors directors, officers, employees and agents and each person, if any, who controls the Company or any Guarantor the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, a “Purchaser Indemnified Party”), against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration StatementPreliminary Offering Memorandum or the Final Offering Memorandum, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, any Preliminary Prospectus Communication or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Purchaser through the Representatives expressly specifically for use therein; , and to will reimburse the Company, any Guarantor and each such director legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person Purchaser Indemnified Party in connection with investigating, defending, settling, compromising preparing or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company proceeding whatsoever (whether or not such Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and the Guarantors hereby acknowledges agreed that the only such information that furnished by any Purchaser consists of the Underwriters through the Representatives have furnished to the Company expressly for use following information in the Registration StatementPreliminary Offering Memorandum and the Final Offering Memorandum furnished on behalf of each Purchaser: the second paragraph, any Issuer Free Writing Prospectusthe third sentence of the ninth paragraph, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in tenth paragraph and the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) paragraph, in each case under the caption “UnderwritingPlan of Distribution;” in provided, however, that the Prospectus. The indemnity agreement set forth in Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 4(a) of this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise haveAgreement.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, Pricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, Pricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Initial Purchaser expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, Pricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh third paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “UnderwritingPlan of Distribution,” the third and fourth sentences under the caption “Plan of Distribution—New Issue of Notes” and first and second paragraphs under the caption “Plan of Distribution—Over-Allotment, Stabilizing and Related Transactions” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b9(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, Guarantors and each of their respective directors and each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct to the same extent as the indemnity set forth in paragraph (a) above, against but only with respect to any losslosses, claimclaims, damagedamages, liability liabilities or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Actexpenses that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement or alleged omission of a material fact contained in the Registration StatementStatement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act), any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was ) made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives Representative expressly for use therein; and to reimburse the CompanyCompany and the Guarantors, or any Guarantor and each such director director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the CompanyCompany and the Guarantors, or any Guarantor or such director director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the The Company and the Guarantors hereby acknowledges acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company through the Representative expressly for use in the Registration StatementStatement (or any amendment thereto), any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are ), consists of the statements set forth in the eleventh paragraph (beginning “Neither we nor any third sentence of the underwriters...”) eighth paragraph and the tenth and thirteenth paragraphs under the caption heading “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of Company and the Company or a Guarantor who signed the Registration StatementGuarantors, each of their respective directors directors, each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor the Guarantors within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement Guarantors or any such director respective director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, any the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom xxxxxxxxx of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, any the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, the Guarantors or any Guarantor and each such director respective director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, any Guarantor or any such director respective director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the The Company and the Guarantors hereby acknowledges acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, any the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) paragraphs 8 and 9 under the caption heading entitled “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective agents, employees, officers and directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated belowthereof) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives expressly for use therein; , and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “UnderwritingPlan of Distribution—Commissions and Discounts,” the second sentence under the caption “Plan of Distribution—New Issue of Notes” and the first two sentences of the first paragraph under the caption “Plan of Distribution—Short Positions” and each Initial Purchaser’s name as it appears on the front and back covers in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b9(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...…”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors directors, officers, employees and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser unless otherwise permitted by paragraph (d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the third and fourth sentences of the seventh paragraph and eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “UnderwritingPlan of Distribution” in the ProspectusPricing Disclosure Package and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the documented fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, settling or compromising (pursuant to a settlement or compromise effected with the written consent of the Company) or paying upon final judgment any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) fifth, sixth and seventh paragraphs under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective agents, employees, officers and directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated belowthereof) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; , and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “UnderwritingPlan of Distribution—Commissions and Discounts,” the second sentence under the caption “Plan of Distribution—Trading Market” and the first two sentences of the first paragraph under the caption “Plan of Distribution—Short Positions” and each Initial Purchaser’s name as it appears on the front and back covers in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b9(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, Purchaser will severally and not jointly, to jointly indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of and Guarantors and their respective directors directors, officers, employees and agents and each person, if any, who controls the Company or any Guarantor the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, a “Purchaser Indemnified Party”), against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration StatementPreliminary Offering Circular or the Final Offering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, any Preliminary Prospectus Communication or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Purchaser through the Representatives expressly Representative specifically for use therein; , and to will reimburse the Company, any Guarantor and each such director legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person Purchaser Indemnified Party in connection with investigating, defending, settling, compromising preparing or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company proceeding whatsoever (whether or not such Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and the Guarantors hereby acknowledges agreed that the only such information that furnished by any Purchaser consists of the Underwriters through the Representatives have furnished to the Company expressly for use following information in the Registration StatementPreliminary Offering Circular and the Final Offering Circular furnished on behalf of each Purchaser: the third paragraph, any Issuer Free Writing Prospectusthe second sentence of the ninth paragraph, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in tenth paragraph and the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) paragraph, in each case under the caption “UnderwritingPlan of Distribution;” in provided, however, that the Prospectus. The indemnity agreement set forth in Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise haveAgreement.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damagedamage or liability (including, liability without limitation, any legal or expense, as incurred, other expenses reasonably incurred in connection with defending or investigating any such action or claim) to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated in the Registration StatementPreliminary Offering Memorandum, Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, investigating or defending, settling, compromising or paying any such loss, claim, damage, damage or liability, expense or action. Each of the The Company and the Guarantors hereby acknowledges acknowledge that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any first and second sentences of the underwriters...”) second paragraph, the fourth paragraph and the third and fourth sentences of the seventh paragraph under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors directors, officers, employees and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereintherein (with respect to any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus in the light of the circumstances under which they were made, ) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director director, officer, employees or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are (i) each Underwriter’s name, as set forth on the cover page, the back cover page and in the “Underwriting” section and (ii) the statements set forth in the eleventh paragraph (beginning “Neither we nor any first sentence of the underwriters...”) under fifth paragraph and the caption third sentence of the seventh paragraph within the “Underwriting” section in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, and each of their respective directors and each person, if any, who controls the Company or Company, and any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, Company and any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, Company or any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh fourth paragraph, the eighth paragraph (beginning “Neither we nor any of and the underwriters...”) ninth paragraph under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter the Initial Purchasers may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, Purchaser will severally and not jointly, to jointly indemnify and hold harmless each of the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration StatementGuarantors, each of their respective directors and each of their respective officers, and the Guarantors and each person, if any, who controls the Company or any such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, a “Purchaser Indemnified Party”), against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration StatementPreliminary Offering Circular or the Final Offering Circular, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, any Preliminary Prospectus Communication or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Purchaser through the Representatives expressly Credit Suisse specifically for use therein; , and to will reimburse the Company, any Guarantor and each such director legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person Purchaser Indemnified Party in connection with investigating, defending, settling, compromising preparing or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company proceeding whatsoever (whether or not such Purchaser Indemnified Party is a party thereto) whether threatened or commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and the Guarantors hereby acknowledges agreed that the only such information that furnished by any Purchaser consists of the Underwriters through the Representatives have furnished to the Company expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any and Final Offering Circular furnished on behalf of the underwriters...”) each Purchaser: under the caption “UnderwritingPlan of Distribution” in paragraphs 3, 10 and 11; provided, however, that the Prospectus. The indemnity agreement set forth in Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise haveAgreement.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and officers and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser or otherwise permitted by Section 9(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, any Issuer Free Writing Prospectusthe Pricing Supplement, any Preliminary Prospectus or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, any Issuer Free Writing Prospectusthe Pricing Supplement, any Preliminary Prospectus or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Banc of America Securities LLC expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, any Issuer Free Writing Prospectus, any Preliminary Prospectus the Pricing Supplement or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) fourth and eighth paragraphs under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b9(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Initial Purchaser expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any second and third sentences of the underwriters...”) 6th paragraph and the entire 21st paragraph under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Representative have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh third sentence of the seventh paragraph (beginning “Short sales involve...”) and the ninth paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration StatementGuarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which the Companyjoint or several, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Actthat arise out of, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any Issuer Free Writing Prospectus, any Preliminary Prospectus untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or the any Time of Sale Information, or caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case case, only with respect to the extentany such losses, but only to the extentclaims, damages or liabilities that such arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use therein; , it being understood and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges agreed that the only such information that consists of the Underwriters through the Representatives have furnished to the Company expressly for use following paragraphs in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or and the Prospectus (or any amendment or supplement thereto) are Prospectus: the statements set forth in the eleventh paragraph (beginning “Neither we nor any third and fourth sentences of the underwriters...”) first paragraph and the second paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise haveUnderwriting (conflicts of interest)—Price stabilization and short positions.”

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, jointly to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser or effected without the written consent of the Company in accordance with Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Initial Purchasers expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Pur- chasers through the Representatives Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Information or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph third, sixth (beginning “Neither we nor any of the underwriters...”) second and third sentences), ninth and tenth paragraphs under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Representative have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third sentence of the ninth paragraph (beginning “Short sales involve...”) and the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of Company and the Company or a Guarantor who signed the Registration StatementGuarantors, each of their respective directors directors, each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor the Guarantors within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement Guarantors or any such director respective director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, any the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, any the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, the Guarantors or any Guarantor and each such director respective director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, any Guarantor or any such director respective director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the The Company and the Guarantors hereby acknowledges acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, any the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) paragraphs 9 and 10 under the caption heading entitled “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors directors, officers, employees, managers, members and partners and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director director, officer, employee, manager, member or partner or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Banc of America Securities LLC on behalf of the Representatives Initial Purchasers expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer, employee, manager, member or partner or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director director, officer, employee, manager, member or partner or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in Schedule E hereof; and the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the ProspectusInitial Purchasers confirm that such statements are correct. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to The Purchaser will indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of and Guarantors and their respective directors directors, officers, employees and agents and each person, if any, who controls the Company or any Guarantor the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, a “Purchaser Indemnified Party”), against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration StatementPreliminary Offering Memorandum or the Final Offering Memorandum, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, any Preliminary Prospectus Communication or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly Purchaser specifically for use therein; , and to will reimburse the Company, any Guarantor and each such director legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person Purchaser Indemnified Party in connection with investigating, defending, settling, compromising preparing or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company proceeding whatsoever (whether or not such Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and the Guarantors hereby acknowledges agreed that the only such information that furnished by the Underwriters through Purchaser consists of the Representatives have furnished to the Company expressly for use following information in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or Offering Memorandum and the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any Final Offering Memorandum furnished on behalf of the underwriters...”) Purchaser: the second paragraph, the second sentence of the eighth paragraph, the ninth paragraph and the tenth paragraph, in each case under the caption “UnderwritingPlan of Distribution;” in provided, however, that the Prospectus. The indemnity agreement set forth in Purchaser shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise haveAgreement.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors Affiliates, directors, officers and employees and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director Affiliate, director, officer or employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser or does not require the consent of such Initial Purchaser as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter or on behalf of any Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer or employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director director, officer or employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh fifth paragraph (beginning “Neither we nor any of and the underwriters...”) third sentence in the sixth paragraph under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors Affiliates, directors, officers and employees and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director Affiliate, director, officer or employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser or does not re- quire the consent of such Initial Purchaser as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter or on behalf of any Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer or employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director director, officer or employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh sixth paragraph (beginning “Neither we nor any of and the underwriters...”) third sentence in the seventh paragraph under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any third sentence of the underwriters...”) seventh paragraph and the ninth paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, Purchaser will severally and not jointly, to jointly indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of and Guarantors and their respective directors directors, officers, employees and agents and each person, if any, who controls the Company or any Guarantor the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, a “Purchaser Indemnified Party”), against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration StatementPreliminary Offering Memorandum or the Final Offering Memorandum, in each case as amended or supplemented, or any Issuer Free Writing Prospectus, any Preliminary Prospectus Communication or the Prospectus (arise out of or any amendment or supplement thereto), or are based upon the omission or the alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Purchaser through the Representatives expressly Representative specifically for use therein; , and to will reimburse the Company, any Guarantor and each such director legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person Purchaser Indemnified Party in connection with investigating, defending, settling, compromising preparing or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or action. Each of the Company proceeding whatsoever (whether or not such Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and the Guarantors hereby acknowledges agreed that the only such information that furnished by any Purchaser consists of the Underwriters through the Representatives have furnished to the Company expressly for use following information in the Registration StatementPreliminary Offering Memorandum and the Final Offering Memorandum furnished on behalf of each Purchaser: the second paragraph, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any second sentence of the underwriters...”) eighth paragraph, the ninth paragraph and the tenth paragraph, in each case under the caption “UnderwritingPlan of Distribution;” in provided, however, that the Prospectus. The indemnity agreement set forth in Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 4(a) of this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise haveAgreement.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective agents, employees, officers and directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter)otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated belowthereof) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; , and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “UnderwritingPlan of Distribution—Commissions and Discounts,” the second sentence under the caption “Plan of Distribution—New Issue of Notes” and the first two sentences of the first paragraph under the caption “Plan of Distribution—Short Positions” and each Initial Purchaser’s name as it appears on the front and back covers in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b9(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors directors, officers, employees, managers, members and partners and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director director, officer, employee, manager, member or partner or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) statements spoken by officers or employees of the Initial Purchasers in the Electronic Road Show or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Banc of America Securities LLC on behalf of the Representatives Initial Purchasers expressly for use therein; and to reimburse the Company, any Guarantor and each such director director, officer, employee, manager, member or partner or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director director, officer, employee, manager, member or partner or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPricing Disclosure Package, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in Schedule E hereof; and the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the ProspectusInitial Purchasers confirm that such statements are correct. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, Guarantors and each of their respective directors and each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct to the same extent as the indemnity set forth in paragraph (a) above, against but only with respect to any losslosses, claimclaims, damagedamages, liability liabilities or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Actexpenses that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement or alleged omission of a material fact contained in the Registration StatementStatement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act), any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was ) made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives expressly for use therein; and to reimburse the CompanyCompany and the Guarantors, or any Guarantor and each such director director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the CompanyCompany and the Guarantors, or any Guarantor or such director director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the The Company and the Guarantors hereby acknowledges acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company through the Representatives expressly for use in the Registration StatementStatement (or any amendment thereto), any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are ), consists of the statements set forth in the eleventh paragraph (beginning “Neither we nor any third sentence of the underwriters...”) sixth paragraph and the seventh, nineteenth and twenty-second paragraphs under the caption heading “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fourth, ninth, tenth and eleventh paragraph (beginning “Neither we nor any of the underwriters...”) paragraphs under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantorthe Guarantors, each officer of the Company or a Guarantor who signed the Registration Statementtheir Affiliates, each of their respective directors directors, officers and employees, and each person, if any, who controls the Company or any Guarantor the Guarantors within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantorthe Guarantors, any officer of the Company or a Guarantor who signed the Registration Statement their Affiliates or any such director director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterUnderwriter or as otherwise permitted under Section 9(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereto) including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus the Pricing Disclosure Package or the Final Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementStatement (or any amendment thereto) including any information deemed to be a part thereof pursuant to Rule 430B, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus the Pricing Disclosure Package or the Final Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein; and to reimburse the Company, any Guarantor the Guarantors and each such director director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor the Guarantors or such director director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the The Company and each of the Guarantors hereby acknowledges acknowledge that the only information that the Underwriters through the Representatives Representative have furnished to the Company expressly for use in the Registration StatementStatement (or any amendment thereto) including any information deemed to be a part thereof pursuant to Rule 430B, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus the Pricing Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh third paragraph, the eighth paragraph (beginning “Neither we nor any of and the underwriters...”) third sentence under the caption fifth paragraph under the section titled “Underwriting” in the Preliminary Prospectus and the Final Prospectus. The indemnity agreement set forth in this Section 7(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter Initial Purchaser through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters Initial Purchasers through the Representatives have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Pricing Supplement, any Issuer Free Writing Prospectus, any Preliminary Prospectus Company Additional Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any third paragraph, the third and fourth sentence of the underwriters...”) eighth paragraph, the ninth paragraph and the tenth paragraph under the caption “UnderwritingPlan of distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 7(b8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration StatementGuarantors, each of their respective directors directors, officers and trustees, and each person, if any, who controls the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act against any lossand all losses, claimclaims, damagedamages, liability liabilities or expense, as incurred, expenses to which the Company, any Guarantor, any officer of the Company or a such Guarantor who signed the Registration Statement or any such director director, officer or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other U.S. federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losslosses, claimclaims, damagedamages, liability liabilities or expense (expenses or actions in respect thereof as contemplated below) arises arise out of of, or is are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any post-effective amendment thereto), including the Rule 430A Information, or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus of the other Time of Sale Information or the Prospectus (or any amendment or supplement thereto), or arise out of, or are based upon, the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, in each case but only with reference to information relating to such Underwriter furnished to the extent, but only to the extent, that Company in writing by such untrue statement or alleged untrue statement or omission or alleged omission was made Underwriter expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, any Preliminary Prospectus of the other Time of Sale Information or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in reliance upon the “Underwriting (Conflicts of Interest)” section of the Prospectus: the first sentence of the eighth paragraph concerning purchases in the open market, the first sentence of the ninth paragraph concerning penalty bids and in conformity with written information furnished the third sentence of the twelfth paragraph concerning market making; and, subject to the Company by such Underwriter through the Representatives expressly for use therein; and to limitation set forth immediately preceding this clause, will reimburse the Company, any Guarantor and each such director legal or controlling person for any and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any such Guarantor or any such director director, officer or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The This indemnity agreement set forth in this Section 7(b) shall will be in addition to any liabilities liability that each Underwriter the Underwriters may otherwise have.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and each of the DaVita Guarantors (and, upon the execution of the Joinder Agreement on the Release Date, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, HCP Guarantors) and each of their respective directors and each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct to the same extent as the indemnity set forth in paragraph (a) above, against but only with respect to any losslosses, claimclaims, damagedamages, liability liabilities or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Actexpenses that arise out of, or other federal or state statutory law or regulationare based upon, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or omission or alleged untrue statement or alleged omission of a material fact contained in the Registration StatementStatement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Securities Act), any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was ) made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such any Underwriter through the Representatives Representative expressly for use therein; and to reimburse the CompanyCompany and the Guarantors, or any Guarantor and each such director director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the CompanyCompany and the Guarantors, or any Guarantor or such director director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the The Company and the Guarantors hereby acknowledges acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company through the Representative expressly for use in the Registration StatementStatement (or any amendment thereto), any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are ), consists of the statements set forth in the eleventh paragraph (beginning “Neither we nor any third sentence of the underwriters...”) sixth paragraph and the seventh, nineteenth and twenty second paragraphs under the caption heading “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.