Common use of Indemnity and Contribution Clause in Contracts

Indemnity and Contribution. (a) The Bank agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representatives expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of the Company, the General Partner and the Operating Partnership, jointly and severally, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V heretoIssuer Free Writing Prospectus, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Each of the Partnership Parties agrees, jointly and severally, to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate Act and affiliates of any Underwriter within who have, or who are alleged to have, participated in the meaning distribution of Rule 405 under the Securities Act and any agent of any Underwriter Units as underwriters, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Partnership information that the Bank Partnership has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Partnership in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectusesany preliminary prospectus, the Preliminary Prospectuses, the Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus prepared by or road showon behalf of, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filedused by, or is required referred to file, pursuant to Rule 433(d) under by the Securities Act Company or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of the Fund and the Investment Advisers, jointly and severally, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each agent of any Underwriter and each director, officer or affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) ), caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectusesany Omitting Prospectus, the Preliminary Prospectusesany preliminary prospectus (including any statement of additional information incorporated therein by reference), the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Fund or the Investment Advisers in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each UnderwriterUnderwriter (including, for this purpose, any affiliated broker-dealer of an Underwriter participating as an initial seller in the offering of the Underwritten Securities) and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities 1934 Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, including the Base ProspectusesRule 430B Information, or in the Preliminary ProspectusesGeneral Disclosure Package, the Time of Sale any preliminary prospectus, any Issuer Free Writing Prospectus, any issuer free writing prospectus written or graphic road show materials or investor presentation materials used by the Company in connection with the offering of the Underwritten Securities not otherwise constituting an Issuer Free Writing Prospectus (a “non-IFWP road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed”), or is required to file, pursuant to Rule 433(d) under the Securities Act Prospectus (as amended or supplemented if the Prospectuses Company shall have furnished any amendments or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein (with respect to any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus only, in the light of the circumstances under which they were made) or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of the Fund and the Investment Adviser, jointly and severally, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any each agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) ), caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectusesany Omitting Prospectus, the Preliminary Prospectusesany preliminary prospectus (including any statement of additional information incorporated therein by reference), the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Fund in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) (i) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) ), caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectusesany Omitting Prospectus, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each show as defined in Rule 433(h) under the Securities Act, and, in the case of Act (a “road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d”) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Company and PBF LLC, jointly and severally, agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) and each selling agent of any Underwriter caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each the Underwriter, each person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any the Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, thereto or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any the Underwriter furnished to the Bank Company in writing by such the Underwriter through the Representatives expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Liberty Parties, jointly and severally, agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each selling agent and affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of the Fund and the Investment Advisers, jointly and severally, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) ), caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectusesany Omitting Prospectus, the Preliminary Prospectusesany preliminary prospectus (including any statement of additional information incorporated therein by reference), the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Fund in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, its directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities when and as incurred by them (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or that are based upon or arise out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, any amendment thereofPreliminary Prospectus, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing prospectus Issuer Free Writing Prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement thereto, or caused by any “issuer information” (as defined in Rule 433) contained in any free writing prospectus, so long as the Company consented in writing to such free writing prospectus prior to its first use (“Permitted Issuer Information”) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives expressly for use therein, which information consists solely of the information specified in Section 8(g).

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each UnderwriterManager, each person, if any, who controls any Underwriter the Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter Manager within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale ProspectusGeneral Disclosure Package, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter the Manager furnished to the Bank Company in writing by such Underwriter through the Representatives Manager expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V heretoprospectus, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under of the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each the Underwriter, each person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act, ”) and each affiliate of any the Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by any such person in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon and in conformity with information relating to any the Underwriter furnished to the Bank Company in writing by such the Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of the Company, the General Partner and the Operating Partnership, jointly and severally, agrees to indemnify and hold harmless each Underwriterthe Agent, each person, if any, who controls any Underwriter the Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter the Agent within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter Agent furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonably incurred and documented legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each UnderwriterInitial Purchaser, each person, if any, who controls any Underwriter Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter Initial Purchaser within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary ProspectusesMemorandum, the Time of Sale ProspectusMemorandum or any amendment or supplement thereto, any issuer free writing prospectus Additional Written Offering Communication prepared by or road showon behalf of, each as defined in Rule 433(h) under used by, or referred to by the Securities Act, and, in the case of a road show, as identified on Schedule V heretoCompany, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act road show or the Prospectuses Final Memorandum or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter Initial Purchaser furnished to the Bank Company in writing by such Underwriter Initial Purchaser through the Representatives expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act Act, and any agent of any Underwriter their respective agents, directors and officers from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing preliminary prospectus or road show, each the Prospectus (as defined in Rule 433(h) under amended or supplemented if the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, Company shall have furnished any Bank information that the Bank has filed, amendments or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, the Underwriter and each person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any the Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectusesany preliminary prospectus, the Preliminary ProspectusesGeneral Disclosure Package, the Time of Sale any Issuer Free Writing Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any the Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriterthe Agent and Forward Purchaser, each person, if any, who controls any Underwriter the Agent or Forward Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer and director and each affiliate of any Underwriter the Agent or the Forward Purchaser within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter the Agent furnished to the Bank Company in writing by such Underwriter through the Representatives Agent expressly for use therein, it being understood and agreed that the only such information consists of the information described in subsection (b) below.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriterthe Manager, each person, if any, who controls any Underwriter the Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter the Manager within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereofStatement, the Base ProspectusesProspectus, the Preliminary ProspectusesProspectus Supplement (including any Interim Prospectus Supplement), the Time of Sale ProspectusGeneral Disclosure Package, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Act, or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter the Manager furnished to the Bank Company in writing by such Underwriter through the Representatives Manager expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriterthe Manager, the directors, officers, employees, agents of the Manager and each person, if any, who controls any Underwriter the Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter the Manager within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereofStatement, the Base ProspectusesProspectus, the Preliminary ProspectusesProspectus Supplement (including any Interim Prospectus Supplement), the Time of Sale ProspectusGeneral Disclosure Package, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Act, or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter the Manager furnished to the Bank Company in writing by such Underwriter through the Representatives Manager expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of the Company, the General Partner and the Operating Partnership, jointly and severally, agrees to indemnify and hold harmless each the Underwriter, each person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any the Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such the Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, its officers, directors and employees, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter (other than a Selling Shareholder in its capacity as a Selling Shareholder) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the any Preliminary ProspectusesProspectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Issuer and the Guarantors agree to jointly and severally indemnify and hold harmless each UnderwriterInitial Purchaser, each person, if any, who controls any Underwriter Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter Initial Purchaser within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred as they are incurred in connection with defending or investigating any such action or claimclaim (whether or not pending or threatened, whether or not brought by a third party, the Initial Purchasers, any affiliate of the Initial Purchasers, security holders, creditors or other persons) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary ProspectusesMemorandum, the Time of Sale ProspectusMemorandum, any issuer free writing prospectus Additional Written Offering Communication prepared by or road showon behalf of, each as defined in Rule 433(h) under used by, or referred to by the Securities Act, and, in Issuer and the case of a road show, as identified on Schedule V heretoGuarantors, any Bank information that General Solicitation made by the Bank has filedIssuer and the Guarantors, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Final Memorandum or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter Initial Purchaser furnished to the Bank Company in writing by such Underwriter Initial Purchaser through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of the Underwriters and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, (and other than with respect to the Registration Statement, in light of the circumstances in which they were made) not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Operating Partnership and the Company, jointly and severally, agree to indemnify and hold harmless each Underwriter, its agents, officers and directors, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities 1933 Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectusor supplement thereto, any Issuer Free Writing Prospectus or any “issuer free writing prospectus information” filed or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, be filed pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement thereto1933 Act, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Operating Partnership or the Company in writing by such Underwriter through the Representatives you expressly for use therein, it being understood that the only such information furnished by the Underwriters consists of the information described as such in Section 7(b) hereof.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (other than with respect to the Registration Statement, in the light of the circumstances under which they were made) not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Transaction Entities, jointly and severally, agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriterthe Manager and the Forward Purchaser, its directors, officers, employees, agents and affiliates, and each person, if any, who controls any Underwriter the Manager or the Forward Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereofStatement, the Base ProspectusesProspectus, the Preliminary ProspectusesProspectus Supplement (including any Interim Prospectus Supplement), the Time of Sale ProspectusGeneral Disclosure Package, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Act, or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter the Manager or the Forward Purchaser furnished to the Bank Company in writing by such Underwriter through the Representatives Manager or the Forward Purchaser expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of the Underwriters and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (other than with respect to the Registration Statement, in the light of the circumstances under which they were made) not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank (i) Each of the Company and the Guarantor, jointly and severally, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, any “road show” as defined in Rule 433(h) under the Securities Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company or the Guarantor in writing by such Underwriter through the Representatives expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any such Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act or (a “road show”), the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by the such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each any Underwriter, each person, if any, who controls any each Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any road show approved by the Base ProspectusesCompany, the Preliminary ProspectusesProspectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under of the Securities Act or the Prospectuses Act, or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriter, their directors, their officers, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, thereto or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representatives expressly for use thereinInformation.

Indemnity and Contribution. (a) The Bank agrees Company, the Operating Company and MHG (and with respect only to MHG, for the period commencing on the date of this Agreement and ending on the Closing Date), jointly and severally, agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under of the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of the Company, the General Partner and the Operating Partnership, jointly and severally, agrees to indemnify and hold harmless each Underwriterthe Agent, its directors and officers, each person, if any, who controls any Underwriter the Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter the Agent within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, including any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter the Agent furnished to the Bank Company in writing by such Underwriter through the Representatives Agent expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Company and the Issuer, jointly and severally, agree to indemnify and hold harmless each Underwriter, their directors, their officers, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company or Issuer information that the Bank Company or the Issuer has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, thereto or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representatives expressly for use thereinInformation.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, its directors, its officers, its agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V heretopreliminary prospectus, any Bank information that Issuer Free Writing Prospectus, the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Disclosure Package or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representatives expressly for use thereinInformation.

Indemnity and Contribution. (a) The Bank agrees Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriter, their directors, their officers, each person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any such Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act or (a “road show”), the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectusesany preliminary prospectus, the Preliminary ProspectusesDisclosure Package, the Time of Sale any Issuer Free Writing Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereofStatement, the Base ProspectusesADR Registration Statement, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale any Issuer Free Writing Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or Act, the Prospectuses Disclosure Package, the Prospectus or any amendment amendments or supplement theretosupplements to the foregoing, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives Managers expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, its directors and officers, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Each of the Partnership Parties agrees, jointly and severally, to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate Act and affiliates of any Underwriter within who have, or who are alleged to have, participated in the meaning distribution of Rule 405 under the Securities Act and any agent of any Underwriter Units as underwriters, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any “issuer free writing prospectus or road show, each prospectus” as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Partnership information that the Bank Partnership has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Partnership in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of the Company and the Guarantors agrees to indemnify and hold harmless each UnderwriterInitial Purchaser, each person, if any, who controls any Underwriter Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter Initial Purchaser within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary ProspectusesMemorandum, the Time of Sale ProspectusMemorandum, any issuer free writing prospectus Additional Written Offering Communication prepared by or road showon behalf of, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filedused by, or is required referred to fileby the Company or any Guarantor, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Final Memorandum or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter Initial Purchaser furnished to the Bank Company or any Guarantor in writing by such Underwriter Initial Purchaser through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of Issuers jointly and severally agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each UnderwriterInitial Purchaser, each person, if any, who controls any Underwriter Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter Initial Purchaser within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary ProspectusesMemorandum, the Time of Sale ProspectusMemorandum, any issuer free writing prospectus Additional Written Offering Communication prepared by or road showon behalf of, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filedused by, or is required referred to fileby the Company, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Final Memorandum or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter Initial Purchaser furnished to the Bank Company in writing by such Underwriter Initial Purchaser through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, its directors, its officers, its agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V heretopreliminary prospectus, any Bank information that Issuer Free Writing Prospectus, the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Disclosure Package or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any the Underwriter furnished to the Bank in writing by such Underwriter through the Representatives expressly for use therein.Information. 13

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, its officers, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing preliminary prospectus or road show, each the Prospectus (as defined in Rule 433(h) under amended or supplemented if the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, Company shall have furnished any Bank information that the Bank has filed, amendments or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of the Fund and the Investment Adviser, jointly and severally, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) ), caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectusesany Omitting Prospectus, the Preliminary Prospectusesany preliminary prospectus (including any statement of additional information incorporated therein by reference), the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Fund in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each the Underwriter, directors, officers, employees and agents of the Underwriter, each person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any the Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act or (a “road show”), the Prospectuses Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any the Underwriter furnished to the Bank Company in writing by such the Underwriter through the Representatives expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of the Company, the General Partner and the Operating Partnership, jointly and severally, agrees to indemnify and hold harmless each Underwriterthe Agent, each person, if any, who controls any Underwriter the Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter the Agent within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, including any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter the Agent furnished to the Bank Company in writing by such Underwriter through the Representatives Agent expressly for use therein.

Indemnity and Contribution. (a) The Bank Each of Issuers, jointly and severally agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, thereto or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any such Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives Representative expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Company and each subsidiary of the Company, whether direct or indirect, jointly and severally, agree to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange ActAct of 1934, each affiliate of any Underwriter within as amended (the meaning of Rule 405 under the Securities Act and any agent of any Underwriter "EXCHANGE ACT"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing preliminary prospectus or road show, each the Prospectus (as defined in Rule 433(h) under amended or supplemented if the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, Company shall have furnished any Bank information that the Bank has filed, amendments or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.. The Company also agrees to indemnify and hold harmless Morgxx Xxxnxxx xxx each person, if any, who controls Morgxx Xxxnxxx xxxhin the meaning of either Section 15 of the Act, or Section 20 of the Exchange Act, from and against any and all losses, claims, damages,

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing preliminary prospectus or road show, each the Prospectus (as defined in Rule 433(h) under amended or supplemented if the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, Company shall have furnished any Bank information that the Bank has filed, amendments or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company or Old Journal in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Company and PBF LLC, jointly and severally, agree to indemnify and hold harmless each the Underwriter, each person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any the Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) and each selling agent of the Underwriter caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any the Underwriter furnished to the Bank Company in writing by such the Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (c) below.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, the Placement Agent and each person, if any, who controls any Underwriter the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under of the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representatives expressly for use thereinPlacement Agent’s Information.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriterthe Manager, each person, if any, who controls any Underwriter the Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter the Manager within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereofStatement, the Base ProspectusesProspectus, the Preliminary ProspectusesProspectus Supplement (including any Interim Prospectus Supplement), the Time of Sale ProspectusGeneral Disclosure Package, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Act, or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission to the extent based upon information relating to any Underwriter the Manager furnished to the Bank Company in writing by such Underwriter through the Representatives Manager expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, its directors, officers and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter participating in the offering within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act show or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by arising out of or based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectusesany preliminary prospectus, the Preliminary ProspectusesGeneral Disclosure Package, the Time of Sale any Issuer Free Writing Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V heretoprospectus, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or Act, the Prospectuses Prospectus or any amendment or supplement theretothereto or the ICEX Prospectus Wrap, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of the Underwriters and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (other than with respect to the Registration Statement, in the light of the circumstances under which they were made) not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives Managers expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each the Underwriter, its directors, its officers, each person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any the Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V heretoprospectus, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under of the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any the Underwriter furnished to the Bank Company in writing by such the Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Company and the Operating Partnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless each UnderwriterXxxxx Fargo, each persontheir respective partners, if anydirectors, officers, members, agents and employees, any person who controls any Underwriter Xxxxx Fargo within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, each affiliate of and any Underwriter “affiliate” (within the meaning of Rule 405 under the Securities Act Act) of Xxxxx Fargo, and any agent the successors and assigns of any Underwriter all of the foregoing persons from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or fees and other expenses reasonably incurred in connection with defending or investigating any such suit, action or claimproceeding or any claim asserted), that arise out of, or are based upon, (i) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement thereto, 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 untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus (or any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based made in reliance upon and in conformity with information relating to any Underwriter Xxxxx Fargo furnished to the Bank Company or the Operating Partnership in writing by such Underwriter through the Representatives Xxxxx Fargo expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each the Underwriter, each person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any the Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act or (a “road show”), the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any the Underwriter furnished to the Bank Company in writing by such the Underwriter through the Representatives expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActAct and all directors, each affiliate officers, employees and agents of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Underwriter, from and against any and all losseslosses (except loss of profits), claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectusesany preliminary prospectus, the Preliminary ProspectusesCanadian Prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses U.S. Prospectus or any amendment Supplementary Material (as amended or supplement supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such any Underwriter through the Representatives RBC DS expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, its directors, officers, employees and agents, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each the Underwriter, each Selling Stockholder and each person, if any, who controls the Underwriter or any Underwriter Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Underwriter or any Underwriter Selling Stockholder within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act thereof or the Prospectuses Prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any the Underwriter furnished to the Bank Company in writing by such the Underwriter through the Representatives expressly for use thereintherein as specified in Section 9(h).

Indemnity and Contribution. (a) The Bank agrees Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each UnderwriterManager and each Forward Purchaser, their directors, their officers, each person, if any, who controls any Underwriter such Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter such Manager or such Forward Purchaser within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereofStatement, the Base ProspectusesProspectus, the Preliminary ProspectusesProspectus Supplement (including any Interim Prospectus Supplement), the Time of Sale ProspectusGeneral Disclosure Package, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act or undertaken in connection with the Prospectuses marketing of the Shares, or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information the Counterparty Information relating to any Underwriter Manager furnished to the Bank Company in writing by such Underwriter through the Representatives Managers expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each UnderwriterUnderwriter and each Selling Shareholder, each person, if any, who controls any such Underwriter and such Selling Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any such Underwriter or such Selling Shareholder within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing preliminary prospectus or road show, each the Prospectus (as defined in Rule 433(h) under amended or supplemented if the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, Company shall have furnished any Bank information that the Bank has filed, amendments or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter or such Selling Shareholder, as the case may be, furnished to the Bank Company in writing by such Underwriter through the Representatives or such Selling Shareholder expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V heretoprospectus, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or Act, the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, its directors and officers and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representatives expressly for use thereinInformation.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each UnderwriterUnderwriter and Selling Stockholder, each person, if any, who controls any Underwriter or Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter or Selling Stockholder within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, thereto or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by or based upon any untrue statement or alleged untrue statement of a material fact (x) made or alleged to be made by the Company in any written communication made or alleged to be made in connection with the offer and sale of the Shares, or (y) contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule Rules 433(d) or (f) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein, or (ii) any violation or alleged violation by the Company of Section 5 or Section 12(a)(1) of the Securities Act or any similar statutory or regulatory provision or common law doctrine under the law of any State.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange ActAct of 1934, each affiliate of any Underwriter within as amended (the meaning of Rule 405 under the Securities Act and any agent of any Underwriter "EXCHANGE ACT"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by any Underwriter or any such controlling person in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing preliminary prospectus or road show, each the Prospectus (as defined in Rule 433(h) under amended or supplemented if the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, Company shall have furnished any Bank information that the Bank has filed, amendments or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Forward Counterparty, each Underwriter, and each person, if any, who controls any Underwriter or such Forward Counterparty within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter or of the Forward Counterparty within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use thereintherein it being understood and agreed that the only such information is that as described in Section 8(b) hereof.

Indemnity and Contribution. (a) The Bank agrees Company, CBI, MATRIXX and CBIS, jointly and severally, agree to indemnify and hold harmless each Underwriter, Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange ActAct of 1934, each affiliate of any Underwriter within as amended (the meaning of Rule 405 under the Securities Act and any agent of any Underwriter "EXCHANGE ACT"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing preliminary prospectus or road show, each the Prospectus (as defined in Rule 433(h) under amended or supplemented if the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, Company shall have furnished any Bank information that the Bank has filed, amendments or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, its directors and officers and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriterthe Manager, each person, if any, who controls any Underwriter the Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter the Manager within the meaning of Rule 405 under the Securities Act and any agent that is involved in the sale of any Underwriter the Shares from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereofStatement, the Base ProspectusesProspectus, the Preliminary ProspectusesProspectus Supplement, the Time of Sale ProspectusGeneral Disclosure Package, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Act, or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter the Manager furnished to the Bank Company in writing by such Underwriter through the Representatives Manager expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of the Underwriters and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (other than with respect to the registration Statement, in the light of the circumstances under which they were made) not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each selling agent and affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter the directors, officers and employees thereof from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) ), caused by or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment amendments or supplement supplements thereto, any “road show” (as defined in Rule 433) not constituting a free writing prospectus, or caused by (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives expressly for use therein, which information is limited to the information set forth in Section 11(h).

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each UnderwriterInitial Purchaser, each person, if any, who controls any Underwriter Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter Initial Purchaser within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in either Memorandum (as amended or supplemented if the Registration Statement Company shall have furnished any amendments or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, including any losses, claims, damages and liabilities caused by the Company's failure to perform its obligations under Section 6(c) of this Agreement, except insofar as such losses, claims, damages or liabilities are caused by (i) any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter Initial Purchaser furnished to the Bank Company in writing by such Underwriter Initial Purchaser through the Representatives you expressly for use thereintherein or (ii) the failure by such Initial Purchaser to deliver a supplement or amendment to either Memorandum which would have corrected such untrue statement or omission or alleged untrue statement or omission.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing preliminary prospectus or road show, each the Prospectus (as defined in Rule 433(h) under amended or supplemented if the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, Company shall have furnished any Bank information that the Bank has filed, amendments or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, their respective directors, officers, employees and agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base ProspectusesProspectus, the Preliminary ProspectusesProspectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V 5 hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representatives expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act who has participated or is alleged to have participated in the distribution of the Shares as underwriters and any each selling agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, any broadly available road show, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing preliminary prospectus or road showpreliminary prospectus supplement or the Prospectus or the Prospectus as amended or supplemented (in each case as amended or supplemented or as further amended or supplemented, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, may be if the Company shall have furnished any Bank information that the Bank has filed, amendments or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives Representative expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of the Underwriters and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Act, or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, (and other than with respect to the Registration Statement, in light of the circumstances in which they were made) not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives Representative expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Company and each Guarantor agrees, jointly and severally, to indemnify and hold harmless each UnderwriterInitial Purchaser, each person, if any, who controls any Underwriter Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter Initial Purchaser within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, including any reasonable legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary ProspectusesMemorandum, the Time of Sale ProspectusMemorandum, any issuer free writing prospectus Additional Written Offering Communication prepared by or road showon behalf of, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filedused by, or is required referred to fileby the Company, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Final Memorandum or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter Initial Purchaser furnished to the Bank Company in writing by such Underwriter Initial Purchaser through the Representatives you expressly for use therein.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each UnderwriterInitial Purchaser, its directors, its officers, its employees and each person, if any, who controls any Underwriter of the Initial Purchasers within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by any Initial Purchaser or any such controlling person in connection with defending or investigating any such action or claim) caused by or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Offering Memorandum or any amendment thereof, thereof (as amended or supplemented if the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, Company shall have furnished any issuer free writing prospectus amendments or road show, each as defined in Rule 433(hsupplements thereto) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank information that the Bank has filed, or is required to file, pursuant to Rule 433(d(ii) under the Securities Act or the Prospectuses or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein in the Offering Memorandum or any amendment thereof (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter each Initial Purchaser furnished to the Bank Company in writing by such Underwriter through the Representatives Initial Purchasers expressly for use thereinin the Offering Memorandum or any amendments or supplements thereto.

Indemnity and Contribution. (a) The Bank Company agrees to indemnify and hold harmless each Underwriter, Xxxxxx Xxxxxxx and each person, if any, who controls any Underwriter Xxxxxx Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter Xxxxxx Xxxxxxx furnished to the Bank Company in writing by such Underwriter through the Representatives Xxxxxx Xxxxxxx expressly for use therein.

Indemnity and Contribution. (a) The Bank agrees Company and OHI, jointly and severally, agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimclaim as such expenses are incurred) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectuses, the Time of Sale Prospectus, any issuer free writing preliminary prospectus or road show, each the Prospectus (as defined in Rule 433(h) under amended or supplemented if the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, Company shall have furnished any Bank information that the Bank has filed, amendments or is required to file, pursuant to Rule 433(d) under the Securities Act or the Prospectuses or any amendment or supplement supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriters consists of the information as such in subsection (c) below.

Indemnity and Contribution. (a) The Bank agrees Company and RMCO, jointly and severally, agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and any agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectuses, the Preliminary Prospectusesany preliminary prospectus, the Time of Sale ProspectusProspectus or any amendment or supplement thereto, any issuer free writing prospectus or road show, each as defined in Rule 433(h) under the Securities Act, and, in the case of a road show, as identified on Schedule V hereto, any Bank Company information that the Bank Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectuses Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Bank Company in writing by such Underwriter through the Representatives you expressly for use therein.