Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, Offerors jointly and severally, will severally agree to indemnify and hold harmless each Underwriter and each of its partners, officers, directors, and employees and each person, if any, who controls any Underwriter within the meaning of the 1933 Act or the Exchange 1934 Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, and any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Capital Securities), joint or several, to which such Underwriter arises out of, or such controlling person may become subjectis based upon, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in (A) the Registration Statement, or any amendment or supplement thereto, including information deemed to be part of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations, if applicable, (B) the Prospectus and any amendment or supplement thereto, or (C) any application or other document, any amendment or supplement thereto, executed by the Offerors or based upon information furnished by or on behalf of the Offerors filed in any jurisdiction in order to qualify the Capital Securities under the securities or blue sky laws thereof (each, an "Application") or (ii) the omission or alleged omission to state in the Registration Statement, the Preliminary Prospectusor any amendment or supplement thereto, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein any Application, a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will shall reimburse as incurred each Underwriter and each such officer, director, employee or controlling person for any legal or and other expenses reasonably incurred by each Underwriter and each such officer, director, employee in investigating or controlling person defending or preparing to defend against or appearing as a third party witness in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither of the Seller, the Company and the Issuer will not Offerors shall be liable to any Underwriter in any such case to the extent that any such loss, claim, damage or liability arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Prospectus, including any such documents amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Offerors by or on behalf of such Underwriter Informationspecifically for inclusion and actually included therein; and provided further that, as to any Prospectus that has been amended or supplemented as provided herein, this indemnity agreement shall not inure to the benefit of any Underwriter, on account of any loss, claim, damage, liability or action arising out of the sale of Capital Securities to any person by such Underwriter if (A) such Underwriter failed to send or give a copy of the final Prospectus as so amended or supplemented to that person at or prior to the confirmation of the sale of such Capital Securities to such person in any case where such delivery is required by the 1933 Act, and (B) the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in any preliminary Prospectus was corrected in an amendment or supplement thereto (but only if the sale to such person occurred after the Offerors provided such Underwriter and the Underwriter received copies of such amendment or supplement for distribution). This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller Offerors may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the SellerIssuers agree, jointly and severally, will to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other U.S. Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus or any Issuer Free Writing Prospectus, any information of the Issuers that the Company has filed or is required to file pursuant to Rule 433(d) under the Act, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and will agrees to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer Issuers will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter Informationthrough the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b). This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller Issuers may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, its directors, officers, agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Underwriter, director, officer, agent or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter and each such officerUnderwriter, director, employee officer, agent or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such documents amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Informationthrough you, specifically for use in the preparation thereof. This The indemnity agreement will set forth in this Section 6(a) shall be in addition to any liability which the Issuer, liabilities that the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, or in the Preliminary Base Prospectus, the any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, or any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, and with respect to such prospectuses in the light of the circumstances under which they were made, not misleading; , and will agrees to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter Informationthrough the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, its directors, officers, agents, affiliates and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Underwriter, director, officer, agent, affiliate or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter and each such officerUnderwriter, director, employee officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such documents amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Informationthrough you, specifically for use in the preparation thereof. This The indemnity agreement will set forth in this Section 6(a) shall be in addition to any liability which the Issuer, liabilities that the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The IssuerIn the case of each offering of Registrable Securities made pursuant to this Agreement, the Company and shall, to the Sellerextent permitted by applicable law, jointly and severally, will indemnify and hold harmless each Underwriter Holder, its officers and directors, each underwriter of Registrable Securities so offered and each personPerson, if any, who controls any Underwriter of the foregoing persons within the meaning of the Securities Act or the Exchange Act ("Holder Indemnitees"), from and the respective officers, directors and employees of each such person, against any and all claims, liabilities, losses, claimsdamages, damages or liabilitiesexpenses and judgments, joint or several, to which such Underwriter they or such controlling person any of them may become subject, under the Actincluding any amount paid in settlement of any litigation commenced or threatened, the Exchange Act and shall promptly reimburse them, as and when incurred, for any legal or otherwiseother expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) shall arise out of, or shall be based upon, any violation or alleged violation by the Company of the Securities Act, any blue sky laws, securities laws or other applicable laws of any state or country in which the Registrable Securities are offered, and relating to action taken or action or inaction required of the Company in connection with such offering, or shall arise out of, or shall be based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement (or in any preliminary or final prospectus included therein) relating to the offering and sale of such Registrable Securities, the Preliminary Prospectus, the Prospectus or any amendment thereof or supplement thereto, or arise out of in any document incorporated by reference therein, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, but the Company and the Issuer will shall not be liable to any Holder Indemnitee in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in statement, or any omission or alleged omission, if such statement or omission shall have been made in any such documents in reliance upon and in conformity with Underwriter Informationinformation furnished to the Company in writing by or on behalf of such Holder specifically for use in the preparation of the Registration Statement (or in any preliminary or final prospectus included therein), or any amendment thereof or supplement thereto. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder and shall survive the transfer of such securities. The foregoing indemnity agreement will be is in addition to any liability which the Issuer, the Company and the Seller may otherwise havehave to any Holder Indemnitee.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter the Agent, the directors, officers, employees and agents of the Agent and each person, if any, person who controls any Underwriter the Agent within the meaning of either the 1933 Act, the Exchange Act or the Exchange 1940 Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the 1933 Act, the Exchange Act, the 1940 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will agrees to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with Underwriter Informationwritten information furnished to the Company by or on behalf of the Agent specifically for inclusion therein or (ii) the Agent's willful misfeasance, bad faith or gross negligence in the performance of the Agent's duties or by reckless disregard of its obligations and duties under the Agreement. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The IssuerCompany, the Company BPG Subsidiary and the Seller, Operating Partnership jointly and severally, will severally agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the Act (each, an “Affiliate”)), the directors, officers, employees and agents of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, and liabilities to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in (i) the Registration Statement, the as originally filed or in any amendment thereof, or (ii) in any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or any materials provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities, including any roadshow or written investor presentations provided to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading (in the case of clause (ii) only, in the light of the circumstances under which they were made), and will agree to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that none of the SellerCompany, BPG Subsidiary nor the Company and the Issuer Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with (x) written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein or (y) Selling Stockholder Information. This indemnity agreement will be in addition to any liability which the IssuerCompany, BPG Subsidiary or the Company and the Seller Operating Partnership may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company Seller and the SellerServicer shall, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Securities Exchange Act and the respective officersof 1934, directors and employees of as amended (each such persona “Control Person”), harmless against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person Control Person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus Final Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person Control Person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person Control Person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that neither the Seller, Seller nor the Company and the Issuer Servicer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in from any of such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition information furnished to any liability which the Issuer, the Company and the Seller may otherwise haveor the Servicer by any Underwriter through the Representative specified in the last sentence of subsection (b) below specifically for use therein.

Indemnification and Contribution. (a) The Issuer, the Company Seller and the SellerVW Credit will, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, and 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 the respective officers, directors and employees of each such person, person from and against any losses, claims, damages and liabilities (including, without limitation, any legal or liabilities, joint or several, to which such other expenses incurred by any Underwriter or any such controlling person in connection with defending or investigating any such action or claim) to which they or any of them may become subject, under the Securities Act, the Exchange Act or other federal or state law or regulation, whether statutory, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Time of Sale Information (it being understood that such indemnification with respect to the Time of Sale Information does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus), the Prospectus or any amendment amendment, exhibit or supplement thereto, or any Issuer Information, or any information provided by the Seller or VW Credit to any Underwriter or any holder or prospective purchaser of the Notes, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances in which they were made, not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the Seller, the Company and the Issuer Seller nor VW Credit will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in in, or omission or alleged omission made in from, any of such documents in reliance upon and in conformity with the Underwriter InformationInformation (as defined below). This The indemnity agreement agreements in this Section 9(a) will be in addition to any liability which the Issuer, the Company and that the Seller or VW Credit may otherwise have.

Indemnification and Contribution. (a) The IssuerSubject to the conditions set forth below, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter the Placement Agent, its officers, directors, partners, employees, agents, and counsel, and each person, if any, who controls any Underwriter the Placement Agent within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and the respective officers, directors and employees of each such personAct, against any lossesand all loss, claimsliability, damages claim, damage, and expense whatsoever (which shall include, for all purposes of this Section 10, but not be limited to, attorneys' fees and any and all expense whatsoever incurred in investigating, preparing, or liabilitiesdefending against any litigation, joint commenced or severalthreatened, to which such Underwriter or such controlling person may become subjectany claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, under the Actbased upon, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities in connection with (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in (A) the Registration Statement, the Preliminary Prospectus, or the Prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, thereto or arise out (B) in any application or other document or communication (in this Section 10 collectively called an "application") executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any of the Securities under the "blue sky" or securities laws thereof or filed with the Commission or any securities exchange; 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; and will reimburse each Underwriter and each , unless such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission was made in any such documents in reliance upon and in conformity with Underwriter Informationwritten information furnished to the Company as stated in Section 10(b) with respect to the Placement Agent by or on behalf of the Placement Agent through the Placement Agent expressly for inclusion in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or in any application, as the case may be, or (ii) any breach of any representation, warranty, covenant, or agreement of the Company contained in this Agreement. This indemnity The foregoing agreement will to indemnify shall be in addition to any liability which the Issuer, the Company and the Seller may otherwise have, including liabilities arising under this Agreement.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter the Broker-Dealer, its affiliates and each person, person (if any, ) who controls any Underwriter the Broker-Dealer within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act and of 1934, as amended (the respective officers, directors and employees of each such person"Exchange Act"), against any losses, liabilities, claims, damages and expenses (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or liabilitiesdefending against any litigation, joint commenced or severalthreatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which the Broker-Dealer or any such Underwriter or such controlling control person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon (i) any of the transactions contemplated by the Registration Statement or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, or any blue sky application or other document executed by the Company specially for the purpose of qualifying, or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Notes under the Securities or blue sky laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application") or any act or omission by the Broker-Dealer in connection with its acceptance or performance or non-performance of its obligations hereunder; or (ii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, Statement or the Prospectus or any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or arise any Blue Sky Application, or arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and PROVIDED, HOWEVER, that (A) the Company will reimburse each Underwriter and each such officer, director, employee or controlling person not be liable for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending indemnification obligation pursuant to clause (i) of this Section 7(a) to the extent but only to the extent that any portion of such loss, liability, claim, damage, liability damage or action; providedexpense is found in a final judgment by a court of competent jurisdiction from which no appeal can be or is taken to have resulted solely from the gross negligence or willful misconduct of the Broker-Dealer (it being understood, however, that the SellerBroker-Dealer shall be responsible for and shall pay any attorneys' fees and any expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever resulting from or based upon the gross negligence or willful conduct of the Broker-Dealer) and (B) the Company and the Issuer will not be liable in for any such case indemnification obligation pursuant to clause (ii) of this Section 7(a) to the extent but only to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or any Preliminary Prospectus, or any such amendment or supplement thereto, or any Blue Sky Application, in reliance upon and in conformity with written information furnished to the Company by the Broker-Dealer expressly for use therein and such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of the Broker-Dealer or any person controlling the Broker-Dealer from whom the person asserting any such loss, claim, damage or liability arises out purchased the Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or, in the event it is amended or is based upon any supplemented, such Prospectus as amended or supplemented) at or prior to the confirmation of the sale of such Note to such person and the untrue statement or alleged untrue statement in or omission or alleged omission made of a material fact contained in any such documents Preliminary Prospectus was corrected in reliance upon and in conformity with Underwriter Informationthe Prospectus (or the Prospectus as amended or supplemented). This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise have, including under this Agreement.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will Corporation agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each Underwriter Stockholder, its officers, directors, employees, controlling persons, fiduciaries, stockholders, and each person, if any, who controls any Underwriter within the meaning of the Act general or the Exchange Act limited partners (and the respective officers, directors directors, employees and employees of each such person, stockholders or general or limited partners thereof) and representatives from and against any and all losses, claims, damages or damages, liabilities, joint costs and expenses (including attorneys’ fees) (“Losses”) caused by, arising out of, resulting from or several, related to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement or prospectus relating to the Registration Statement, Registrable Securities (as amended or supplemented if the Preliminary Prospectus, the Prospectus Corporation shall have furnished any amendments or supplements thereto) or any amendment or supplement theretopreliminary prospectus, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that such indemnity shall not apply to that portion of such Losses caused by, or arising out of, any untrue statement, or alleged untrue statement or any such omission or alleged omission, to the Sellerextent such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Corporation by or on behalf of such Stockholder expressly for use therein, and (ii) any violation by the Corporation of any federal, state or common law rule, regulation or law applicable to the Corporation and relating to action required of or inaction by the Corporation in connection with any registration or offering of securities. Notwithstanding the preceding sentence, the Company and the Issuer will Corporation shall not be liable in any such case to the extent that any such loss, claim, damage or liability Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission (x) made in any preliminary prospectus if (A) such selling Stockholder failed to deliver or cause to be delivered a copy of the prospectus to the Person asserting such Loss after the Corporation has furnished such selling Stockholder with a sufficient number of copies of the same and (B) the prospectus completely corrected in a timely manner such untrue statement or omission, or (y) in the prospectus, if such untrue statement or alleged untrue statement in or omission or alleged omission made is completely corrected in any such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition an amendment or supplement to any liability which the Issuer, the Company prospectus and the Seller may otherwise haveselling Stockholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of the securities to the Person asserting such Loss after the Corporation had furnished such selling Stockholder with a sufficient number of copies of the same. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Stockholder or representative of such Stockholder and shall survive the transfer of securities by such Stockholder.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, Statement or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, 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; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in from any of such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and by any Underwriter through the Seller may otherwise haveRepresentatives, if any, specifically for use therein.

Indemnification and Contribution. (a) The Issuer, the Company and each of the Seller, Guarantors shall jointly and severally, will severally indemnify and hold harmless each Underwriter Underwriter, its affiliates, their respective officers, directors, employees and agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or the Exchange Act and the respective officers, directors and employees of each such personSecurities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act Regulations, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, any such documents Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company or any of the Guarantors by an Underwriter Informationexpressly for inclusion therein, which information consists solely of the information described as such in Section 7(b). This indemnity agreement will be in addition to any liability which the Issuer, that the Company and the Seller Guarantors may otherwise have, including, but not limited to, other liability under this Agreement.

Indemnification and Contribution. (a) A. The Issuer, the Company and the Seller, jointly and severally, will Depositor agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act from and the respective officers, directors and employees of each such person, against any lossesand all loss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Offered Certificates), to which such Underwriter or any such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or (iv) the 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 and will shall reimburse each such Underwriter and each such officer, director, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by each such Underwriter and each or such officer, director, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will Depositor shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Prospectus, or any such documents amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Depositor by or on behalf of such Underwriter Informationspecifically for inclusion therein. This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, the Company and the Seller Depositor may otherwise havehave to any Underwriter or any controlling person of any of such Underwriter. The only information furnished by the Underwriters or on behalf of the Underwriters for use in connection with the preparation of the Registration Statement or the Prospectus is described in Section 8(I) hereof.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will Depositor agrees to indemnify and hold harmless each Underwriter (including Prudential Securities Incorporated acting in its capacity as Representative and as one of the Underwriters), and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person1933 Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, subject under the Act, the Exchange 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the any Preliminary Prospectus, the Prospectus Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each or such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer Depositor will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, any such documents Preliminary Prospectus, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with (1) written information furnished to the Depositor by any Underwriter Informationthrough the Representative specifically for use therein or (2) information regarding the Mortgage Loans except to the extent that the Depositor has been indemnified by the Seller, under the Purchase and Sale Agreement, or the Servicer, under the Pooling and Servicing Agreement. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller Depositor may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act Securities Act, from and the respective officers, directors and employees of each such person, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to the purchases and sales of Securities), to which such that Underwriter or such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus Statement or in any amendment thereto or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) an untrue statement of a material fact included in any Preliminary Prospectus or the Prospectus or in any amendment or supplement thereto or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and will shall reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each that Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, or the Prospectus or in any such documents amendment or supplement in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter Information. This specifically for inclusion therein, or made in any Statement of Eligibility on Form T-1 filed as an exhibit to the Registration Statement; and provided further, that as to any Preliminary Prospectus or supplement thereto this indemnity agreement will shall not inure to the benefit of any Underwriter or any person controlling that Underwriter on account of any loss, claim, damage, liability or action arising from the sale of Securities to any person by that Underwriter if that Underwriter failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act, and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such Preliminary Prospectus or supplement thereto was corrected in the Prospectus, unless such failure resulted from non-compliance by the Company with Section 4(c). For purposes of the second proviso to the immediately preceding sentence, the term Prospectus shall not be deemed to include the documents incorporated by reference therein, and no Underwriter shall be obligated to send or give any supplement or amendment to any document incorporated by reference in a Preliminary Prospectus or supplement thereto or the Prospectus to any person other than a person to whom such Underwriter has delivered such incorporated documents in response to a written request therefor. The foregoing indemnity agreement is in addition to any liability which the Issuer, the Company and the Seller may otherwise havehave to any Underwriter or to any controlling person of that Underwriter.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter and Holder of the Registrable Securities covered by a registration, each other person, if any, who controls any Underwriter such Holder within the meaning of the Act or the Exchange Act and the respective officersSecurities Act, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, with respect to which such Underwriter registration, qualification or compliance that has been effected pursuant to Section 2 hereof, and each underwriter, if any, and each person who controls any underwriter of the Registrable Securities held by or issuable to such controlling person may become subjectHolder from and against all claims, under the Act, the Exchange Act or otherwise, insofar as such losses, claimsexpenses, damages or and liabilities (or actions in respect thereofthereto) arise arising out of or are based upon (i) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the Registration Statementlike) incident to any such registration, the Preliminary Prospectusqualification or compliance, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon (ii) the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (iii) any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required by the Company in connection with any such registration, qualification or compliance, and will reimburse each Underwriter such Holder, each of its officers, directors, manager, members and partners, and each person controlling such officerHolder, directoreach such underwriter and each person who controls any such underwriter, employee or controlling person for any reasonable legal or and other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating investigating, defending or defending settling any such claim, loss, claim, damage, liability or action; provided, however, that the Sellerindemnity agreement contained in this Section 2.6 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), and provided, further, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon the Company’s reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Holder, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus and the Issuer will Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents registration statement, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in reliance upon an amendment or supplement to the registration statement and the undersigned indemnitees thereafter fail to deliver or cause to be delivered such registration statement as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the person asserting such loss, claim, damage or liability (or actions in conformity with Underwriter Information. This indemnity agreement will be in addition to any liability which the Issuer, respect thereof) or expense after the Company and has furnished the Seller may otherwise haveundersigned with the same.

Indemnification and Contribution. (a) The Issuer, the Company Seller and the SellerBank, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors directors, agents and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectusany Time of Sale Information, the Prospectus or any amendment or supplement theretothereto or any Form ABS-15G furnished to the Commission on XXXXX with respect to the transactions contemplated by this Agreement (a “Furnished Form ABS-15G”), any data provided by the Seller, the Bank the Issuer or any of their affiliates to any Underwriter in order to prepare the Intex CDI File, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company Seller and the Issuer Bank will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition to any liability which the Issuer, Seller or the Company and the Seller Bank may otherwise have.

Indemnification and Contribution. (a) 4.1. The IssuerCompany agrees to indemnify, to the Company extent permitted by law, each Holder of Registrable Securities, its officers, employees, affiliates, directors, partners, members, attorneys and the Selleragents, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officersAct) (each, directors and employees of each such personan “Investor Indemnified Party”) against all losses, against any lossesjudgments, claims, damages or liabilitiesdamages, liabilities and expenses, whether joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities several (or actions in respect thereofincluding reasonable attorneys’ fees) arise out of or are based upon caused by (i) any untrue statement or alleged untrue statement of any material fact contained in the any Registration Statement, the Preliminary any Prospectus (including any preliminary Prospectus, final Prospectus or summary Prospectus) contained in the Prospectus Registration Statement or any amendment thereof or supplement thereto, thereto or arise out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and will the Company shall promptly reimburse each Underwriter and each such officer, director, employee or controlling person the Investor Indemnified Party for any legal or and any other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person Investor Indemnified Party in connection with investigating or and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged allegedly untrue statement in or omission or alleged omission made in such Registration Statement, Prospectus (including any preliminary Prospectus, final Prospectus, or summary Prospectus), or any such documents amendment or supplement, in reliance upon and in conformity with Underwriter Informationinformation furnished to the Company, in writing, by such selling Holder expressly for use therein. This indemnity agreement will be The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in addition the foregoing with respect to any liability which the Issuer, indemnification of the Company and the Seller may otherwise haveHolder.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter Underwriter, its affiliates, directors, officers, members and employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or the Exchange Act Securities Act, from and the respective officers, directors and employees of each such person, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities), to which such that Underwriter or such that affiliate, director, officer, member, employee or controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in (A) the Preliminary Prospectus, the Registration Statement, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or arise out of in any amendment or are based upon supplement thereto or (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405) used or referred to by any Underwriter or (ii) the omission or alleged omission to state therein a in the Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances under which they were made), not misleading; , and will shall reimburse each Underwriter and each such director, officer, director, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by each the Underwriter and each such officeror that affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents the Preliminary Prospectus or the Prospectus, in reliance upon and in conformity with written information concerning such Underwriter Informationfurnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 8(e). This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, the Company and the Seller may otherwise havehave to any Underwriter or to any affiliate, director, officer, member, employee or controlling person of that Underwriter.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter Holder of New Notes or Exchange Notes, as the case may be, covered by any Registration Statement (including each Dealer Manager and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each person, if any, person who controls any Underwriter such Holder within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person any of the foregoing may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in such Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Registration Statement, the Preliminary Prospectus, the Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading; , and will agrees to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with Underwriter Informationwritten information furnished to the Company by or on behalf of any such Holder specifically for inclusion therein and provided, further, that with respect to any untrue statement or omission of a material fact made in any preliminary Prospectus, the indemnity agreement contained in this Section 7(a) shall not inure to the benefit of any indemnified party under this indemnity agreement from whom the person asserting any such loss, claim, damage or liability purchased the New Notes or Exchange Notes concerned to the extent that any such loss, claim, damage or liability of such party occurs under the circumstance where (i) the Company had previously furnished copies of the Prospectus to such indemnified party in accordance with the terms hereof and prior to the written confirmation of the sale of such New Notes or Exchange Notes, as applicable, to such person, (ii) to the extent required by applicable law, a copy of the final Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such New Notes or Exchange Notes, as applicable, to such person and (iii) the untrue statement in or omission from the preliminary Prospectus was corrected in the final Prospectus. This indemnity agreement will shall be in addition to any liability which the Issuer, the Company and the Seller may otherwise have. The Company also agrees to indemnify as provided in this Section 7(a) or contribute as provided in Section 7(d) hereof to Losses of each underwriter of New Notes, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of the selling Holders provided in this Section 7(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(q) hereof.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter, its directors, officers, employees, and agents and the affiliates of such Underwriter and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and the respective officers, directors and employees of each such personAct, against any and all losses, claims, damages or liabilities, joint or several, to which any such Underwriter person or such controlling person entity may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus Statement or any amendment thereto or supplement thereto, or arise out of or are based upon the 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; , or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, in the Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any other Free Writing Prospectus or “written communication” (as defined in Rule 405 under the Act), the General Disclosure Package (or, in each case, any amendment or supplement to any of the foregoing, including the General Disclosure Package as subsequently amended or supplemented), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter and each such officer, director, employee or controlling person indemnified party for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with the Underwriter Information or the Selling Shareholder Information. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter Underwriter, and each person, if any, who controls any each Underwriter within the meaning of the Act or and the Exchange Act and the respective officers, directors and employees of each such personAct, against any lossesand all loss, claimsliability, damages claim, damage and expense whatsoever, including, but not limited to, any and all reasonable expenses incurred in investigating, preparing or liabilitiesdefending against any litigation, joint commenced or severalthreatened, to which such Underwriter or such controlling person any claim whatsoever or in connection with any investigation or inquiry of, or action or proceeding that may become subject, under the Actbe brought against, the Exchange Act or otherwiserespective indemnified parties, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any breach of the representations and warranties of the Company made in this Agreement or any untrue statement statements or alleged untrue statement statements of any material fact contained in the Registration Statement, the any Preliminary Prospectus, the Prospectus Disclosure Package or the Prospectus, any application or other document filed in any jurisdiction in order to qualify all or any amendment part of the Shares under the securities laws thereof or supplement theretofiled with the SEC or FINRA (in this Section 10 collectively called “application”), or arise out of or are based upon the omission or alleged omission to state therein from any of the foregoing of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will foregoing indemnity shall not be liable apply in respect of any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationexpressly for use in any Preliminary Prospectus, the Registration Statement or Prospectus, or any amendment or supplement thereto, or in any application or in any communication to the SEC, as the case may be and provided further that the foregoing indemnification with respect to any Preliminary Prospectus shall not inure to the benefit of such Underwriter if a copy of the Prospectus (as then amended and supplemented) was not sent or given by or on behalf of such Underwriter to the person asserting any losses, claims, damages or liabilities, and if the Prospectus (as amended and supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities. This indemnity agreement The obligations of the Company under this Section 10(a) will be in addition to any liability which the Issuer, Company may otherwise have. The indemnification obligations of the Company and the Seller may otherwise haveSelling Shareholder shall be several and not joint.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, Operating Partnership jointly and severally, will severally agree to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the Act (each, an “Affiliate”)), the directors, officers, employees and agents of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, and liabilities to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in (i) the Registration Statement, the as originally filed or in any amendment thereof, or (ii) in any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or any materials provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities, including any roadshow or written investor presentations provided to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading (in the case of clause (ii) only, in the light of the circumstances under which they were made), and will agree to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, neither the Company and nor the Issuer Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with (x) written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein or (y) Selling Stockholder Information. This indemnity agreement will be in addition to any liability which the Issuer, Company or the Company and the Seller Operating Partnership may otherwise have.

Indemnification and Contribution. (a) The IssuerCompany agrees to indemnify, the Company and the Seller, jointly and severally, will indemnify defend and hold harmless each Underwriter Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, liabilities to which such the Underwriter or such controlling person may become subject, under the Act, the Exchange Securities Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, including the Preliminary information deemed to be a part of the Registration Statement at the time of effectiveness and, if applicable, at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Disclosure Package, the Prospectus, the Prospectus or any amendment or supplement theretothereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus), any Issuer Free Writing Prospectus or the Marketing Materials or in any other materials used in connection with the offering of the Shares, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person the Underwriters for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any such documents amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and by the Seller may otherwise haveRepresentatives specifically for use in the preparation thereof, which written information is described in Section 7(f).

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, as incurred, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage or liabilities liability (or actions action in respect thereof) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement made by the Company in Section 1 hereof; or (ii) any untrue statement or alleged untrue statement of any a material fact contained (A) in the Registration Statement, the Preliminary any Pre-Effective Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto, or arise out of (B) in any blue sky application or are other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, documents or information being hereinafter called a “Blue Sky Application”); or (iii) the omission or alleged omission to state therein in the Registration Statement or any amendment thereto a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or the omission or alleged omission to state in any Pre-Effective Prospectus, the Effective Prospectus, the Final Prospectus or any supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will shall reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, except that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter Information. This indemnity agreement will be specifically for use in addition to the preparation of the Registration Statement, any liability which the IssuerPre-Effective Prospectus, the Company and Effective Prospectus, the Seller may otherwise haveFinal Prospectus or any amendment or supplement thereto, or any Blue Sky Application.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter Agent and each person, if any, person who controls any Underwriter Agent within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilitiesliabilities and reasonable expenses (including reasonable costs of investigation), as incurred, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement as originally filed or in any amendment thereof, or in any preliminary prospectus, any preliminary supplemental prospectus, the Preliminary Prospectus, the Note Prospectus or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, (i) the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon any such untrue statement or alleged untrue statement in omission, or omission allegation thereof, which has been made therein or alleged omission made in any such documents omitted therefrom in reliance upon and in conformity with Underwriter Informationwritten information furnished to the Company by or on behalf of such Agent specifically for use therein, and (ii) such indemnity with respect to any preliminary prospectus, any preliminary supplemental prospectus, the Prospectus or the Note Prospectus shall not inure to the benefit of such Agent (or any person controlling such Agent), if the Company shall have delivered sufficient quantities of the Note Prospectus, as amended and supplemented, to such Agent within a reasonable time prior to the earlier of the delivery of the written confirmation of the sale of such Notes or the delivery of such Notes to the person asserting such loss, claim, damage, liability or action for which indemnification is sought, and the Note Prospectus as so amended and supplemented (excluding documents incorporated by reference) was not sent or given to such person at or prior to the earlier of the delivery of the written confirmation of the sale of such Notes or the delivery of such Notes to such person in any case where such sending or giving of a prospectus is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus, such preliminary supplemental prospectus, such Prospectus or such Note Prospectus was corrected in the Note Prospectus, as so amended and supplemented, provided to such Agent. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, Offerors jointly and severally, will severally agree to indemnify and hold harmless the Underwriter and each Underwriter of its partners, officers, directors, and employees and each person, if any, who controls any the Underwriter within the meaning of the 1933 Act or the Exchange 1934 Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, and any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Capital Securities), joint or several, to which such Underwriter arises out of, or such controlling person may become subjectis based upon, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in (A) the Registration Statement, or any amendment or supplement thereto, including information deemed to be part of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations, if applicable, (B) the Prospectus and any amendment or supplement thereto, or (C) any application or other document, any amendment or supplement thereto, executed by the Offerors or based upon information furnished by or on behalf of the Offerors filed in any jurisdiction in order to qualify the Capital Securities under the securities or blue sky laws thereof (each, an "Application") or (ii) the omission or alleged omission to state in the Registration Statement, the Preliminary Prospectusor any amendment or supplement thereto, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein any Application, a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will shall reimburse each as incurred the Underwriter and each such officer, director, employee or controlling person for any legal or and other expenses reasonably incurred by each Underwriter and each such officer, director, employee in investigating or controlling person defending or preparing to defend against or appearing as a third party witness in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither of the Seller, the Company and the Issuer will not Offerors shall be liable to the Underwriter in any such case to the extent that any such loss, claim, damage or liability arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Prospectus, including any such documents amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Offerors by or on behalf of the Underwriter Informationspecifically for inclusion and actually included therein; and provided further that, as to any Prospectus that has been amended or supplemented as provided herein, this indemnity agreement shall not inure to the benefit of the Underwriter, on account of any loss, claim, damage, liability or action arising out of the sale of Capital Securities to any person by the Underwriter if (A) the Underwriter failed to send or give a copy of the final Prospectus as so amended or supplemented to that person at or prior to the confirmation of the sale of such Capital Securities to such person in any case where such delivery is required by the 1933 Act, and (B) the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in any preliminary Prospectus was corrected in an amendment or supplement thereto (but only if the sale to such person occurred after the Offerors provided the Underwriter and the Underwriter received copies of such amendment or supplement for distribution). This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller Offerors may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, registration statement for the Preliminary Prospectus, registration of the Prospectus Securities as originally filed or in any amendment or supplement theretothereof, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact, in light of the circumstances in which it was made, or an omission or alleged omission to state a material fact required to be stated or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in any Preliminary Prospectus, the Final Prospectus, or in any amendment or supplement thereto, or in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), and will agrees to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and by or on behalf of any Underwriter through the Seller may otherwise haveRepresentatives specifically for inclusion therein.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will Issuer agrees to indemnify and hold harmless each Underwriter the Investor and each personPerson, if any, who controls any Underwriter the Investor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors and employees of each such person, against any lossesand all loss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Underwriter or such controlling person may become subjectas incurred, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the any Shelf Registration Statement, the Preliminary Prospectus, the Prospectus Statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arising out of or is based upon any such untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in any such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be written information furnished to the Issuer by the Investor expressly for use in addition to a Shelf Registration Statement (or any liability which the Issuer, the Company and the Seller may otherwise haveamendment thereto) or any Prospectus (or any amendment or supplement thereto).

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter its respective affiliates, its respective directors, officers, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or the Exchange Act Securities Act, from and the respective officers, directors and employees of each such person, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Offered Securities), to which such Underwriter that Underwriter, affiliate, director, officer, employee or such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in (A) any Preliminary Prospectus, the Registration Statement, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or arise out of in any amendment or are based upon supplement thereto or (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405) used or referred to by any Underwriter; (ii) the omission or alleged omission to state therein a in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Offered Securities or the offering contemplated hereby, and will which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence, bad faith or willful misconduct), and shall reimburse each Underwriter and each such officeraffiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by each Underwriter and each such officerthat Underwriter, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, any Issuer Free Writing Prospectus or in any such documents amendment or supplement thereto or in any Permitted Issuer Information, in reliance upon and in conformity with written information concerning such Underwriters furnished to the Company through the Representatives by or on behalf of any Underwriter Informationspecifically for inclusion therein, which information consists solely of the information specified in Section 8(e). This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, the Company and the Seller may otherwise havehave to any Underwriter, or to any affiliate, director, officer, employee or controlling person of that Underwriter.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, registration statement for the Preliminary Prospectus, registration of the Prospectus Securities as originally filed or in any amendment or supplement theretothereof, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact, in light of the circumstances in which it was made, or an omission or alleged omission to state a material fact required to be stated or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in any Preliminary Prospectus, the Final Prospectus, or in any amendment or supplement thereto, or in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), and will agrees to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter Informationthrough the Representatives specifically for inclusion therein. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in Section 8(a) above. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller any Underwriter may otherwise have.. The

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, registration statement for the Preliminary Prospectus, registration of the Prospectus Securities as originally filed or in any amendment or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or the information included in the final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto, or the 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; , and will agrees to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter Informationthrough the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter Underwriter, its directors, officers, employees and affiliates and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or the Exchange Act Securities Act, from and the respective officers, directors and employees of each such person, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes), to which such Underwriter that Underwriter, director, officer, employee, affiliate or such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in (A) any Preliminary Prospectus, the Registration Statement, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or arise out of in any amendment or are based upon supplement thereto or (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405) used or referred to by any Underwriter or (ii) the omission or alleged omission to state therein a in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any material fact required to be stated therein or necessary to make the statements therein not misleading; misleading and will shall reimburse each Underwriter and each such director, officer, directoremployee, employee affiliate or controlling person promptly upon demand for any legal or other expenses reasonably incurred by each Underwriter and each such officerthat Underwriter, director, employee officer, employee, affiliate or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any such documents amendment or supplement thereto or in any Permitted Issuer Information, in reliance upon and in conformity with written information concerning such Underwriter Informationfurnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 8(e). This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, that the Company and the Seller may otherwise havehave to any Underwriter or to any director, officer, employee, affiliate or controlling person of that Underwriter.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter Underwriter, and each person, if any, who controls any each Underwriter within the meaning of the Act or and the Exchange Act and the respective officers, directors and employees of each such personAct, against any lossesand all loss, claimsliability, damages claim, damage and expense whatsoever, including, but not limited to, any and all reasonable expenses incurred in investigating, preparing or liabilitiesdefending against any litigation, joint commenced or severalthreatened, to which such Underwriter or such controlling person any claim whatsoever or in connection with any investigation or inquiry of, or action or proceeding that may become subject, under the Actbe brought against, the Exchange Act or otherwiserespective indemnified parties, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any breach of the representations and warranties of the Company made in this Agreement or any untrue statement statements or alleged untrue statement statements of any material fact contained in the Registration Statement, the any Preliminary Prospectus, the Prospectus Disclosure Package or the Prospectus, any application or other document filed in any jurisdiction in order to qualify all or any amendment part of the Shares under the securities laws thereof or supplement theretofiled with the SEC or FINRA (in this Section 10 collectively called 29 “application”), or arise out of or are based upon the omission or alleged omission to state therein from any of the foregoing of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will foregoing indemnity shall not be liable apply in respect of any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationexpressly for use in any Preliminary Prospectus, the Registration Statement or Prospectus, or any amendment or supplement thereto, or in any application or in any communication to the SEC, as the case may be and provided further that the foregoing indemnification with respect to any Preliminary Prospectus shall not inure to the benefit of such Underwriter if a copy of the Prospectus (as then amended and supplemented) was not sent or given by or on behalf of such Underwriter to the person asserting any losses, claims, damages or liabilities, and if the Prospectus (as amended and supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities. This indemnity agreement The obligations of the Company under this Section 10(a) will be in addition to any liability which the Issuer, Company may otherwise have. The indemnification obligations of the Company and the Seller may otherwise haveSelling Shareholders shall be several and not joint.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, its affiliates, directors and officers and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter person or such controlling person entity may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration StatementStatement when such part became effective, the Preliminary ProspectusDisclosure Package, the Prospectus or any amendment thereof or supplement theretothereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee person or controlling person entity for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and by any such person or entity through the Seller may otherwise haveRepresentatives specifically for use therein.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, Transaction Entities jointly and severally, will severally shall indemnify and hold harmless each Underwriter Underwriter, its officers and employees and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act Securities Act, from and the respective officers, directors and employees of each such person, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities), to which such Underwriter or each such officer, employee or controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading; misleading (with respect to the Prospectus, in light of the circumstances under which they were made), or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and will which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each or such officer, director, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will Transaction Entities shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such documents amendment or supplement, in reliance upon and in conformity with written information concerning such Underwriter Informationfurnished to the Transaction Entities by or on behalf of any Underwriter specifically for inclusion therein. This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, the Company and the Seller Transaction Entities may otherwise havehave to any Underwriter or to any officer, employee or controlling person of that Underwriter.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter the Underwriters, its affiliates, directors, officers and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, from and the respective officers, directors and employees of each such person, against any and all losses, damages, claims, damages expenses or liabilities, joint or several, to which such Underwriter or such controlling person the Underwriters may become subject, under the Act, the Exchange 1933 Act or otherwise, insofar as such losses, damages, claims, damages expenses or liabilities (or actions or claims in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement or any amendment thereto, the or any Prospectus Supplement, Preliminary Prospectus, Pricing Disclosure Package, Issuer Free Writing Prospectus or the Prospectus or in any amendment blue sky application or supplement theretoother document executed by the Company or based on any information furnished in writing by the Company, filed in any state or other jurisdiction in order to qualify any or all of the Notes under the securities laws thereof (the “Blue Sky Application”), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or an untrue statement or alleged untrue statement of a material fact contained in any Prospectus Supplement, Preliminary Prospectus, Pricing Disclosure Package, Issuer Free Writing Prospectus, the Prospectus or any other prospectus relating to the Notes or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating investigating, preparing, pursuing or defending against any such loss, claim, damage, liability or actionaction or claim, including, without limitation, any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to the indemnified party, as such expenses are incurred (including such losses, damages, liabilities or expenses to the extent of the aggregate amount paid in settlement of any such action or claim, provided that (subject to Section 7(d) hereof) any such settlement is effected with the written consent of the Company); provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any Prospectus Supplement, Preliminary Prospectus, Pricing Disclosure Package, Issuer Free Writing Prospectus, the Registration Statement, the Prospectus or any other prospectus relating to the Notes, or any such documents amendment or supplement, in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information relating to any liability which the Issuer, Underwriters furnished to the Company and by the Seller may otherwise haveRepresentatives, expressly for use in the preparation thereof.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter Underwriter, its directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act Securities Act, from and the respective officers, directors and employees of each such person, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which such Underwriter that Underwriter, director, officer, employee or such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or in any amendment or supplement thereto, or arise out of or are based upon in any Blue Sky Application (ii) the omission or alleged omission to state therein a in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus, or in any amendment or supplement thereto, or in any Blue Sky Application any material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Notes or the offering contemplated hereby, and will which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its negligence or willful misconduct), and shall reimburse each Underwriter and each such director, officer, director, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by each Underwriter and each such officerthat Underwriter, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus, or in any such documents amendment or supplement, or in such Blue Sky Application in reliance upon and in conformity with Underwriter the Underwriters’ Information. This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, that the Company and the Seller may otherwise havehave to any Underwriter or to any director, officer, employee or controlling person of that Underwriter.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter (including any Underwriter in its role as qualified independent underwriter pursuant to the rules of the NASD), its officers and employees and each person, if any, who controls any Underwriter within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Preliminary Prospectus, the Exchange Act Registration Statement or the Prospectus or in any amendment or supplement thereto, or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock (“Marketing Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically) (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or in any Marketing Materials, any material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Stock or the offering contemplated hereby, and that is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the respective officersCompany shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, directors claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse each Underwriter and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such amendment or supplement, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by or on behalf of any Underwriter specifically for inclusion therein which information consists solely of the information specified in Section 10(f). The foregoing indemnity agreement is in addition to any liability that the Company may otherwise have to any Underwriter or to any officer, employee or controlling person of that Underwriter. The Company hereby confirms that at its request Xxxxxx Brothers Inc. has acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 2720 of the Conduct Rules of the NASD in connection with the offering of the Stock. The Company agrees to indemnify and hold harmless the QIU, including its officers and employees of and each such person, if any, who controls the QIU within the meaning of the Securities Act (collectively with the QIU, the “QIU Entities”) from and against any losses, claims, damages or liabilitiesliabilities or any action in respect thereof, joint or several, to which such Underwriter or such controlling person any of the QIU Entities may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” and will reimburse the QIU Entities for any legal or other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The Company agrees to indemnify and hold harmless Jefferies & Company, Inc. (including its officers and employees) and each person, if any, who controls Jefferies & Company, Inc. within the meaning of the Securities Act (“Jefferies Entities”), from and against any loss, claim, damage or liability or any action in respect thereof to which any of the Jefferies Entities may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of any a material fact contained in any material prepared by or with the Registration Statement, approval of the Preliminary Prospectus, Company for distribution to Directed Share Participants in connection with the Prospectus Directed Share Program or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (ii) arises out of, or is based upon, the failure of the Directed Share Participant to pay for and will accept delivery of Directed Shares that the Directed Share Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, finally judicially determined to have resulted directly from the bad faith, gross negligence or willful misconduct of Jefferies & Company, Inc. The Company shall reimburse each Underwriter and each such officer, director, employee or controlling person the Jefferies Entities promptly upon demand for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any action as such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise haveexpenses are incurred.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless the Dealer Managers, each Underwriter Holder, their respective directors, officers and employees, each person, if any, who controls any Underwriter Dealer Manager or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and each affiliate of any Dealer Manager within the respective officersmeaning of Rule 405 under the Securities Act, directors from and employees of each such person, against any and all losses, claims, damages or and liabilities, joint or several, to which such Underwriter or such Dealer Manager, Holder, director, officer, employee, controlling person or affiliate may become subject, subject under the Act, the Exchange Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the any Registration Statement, the Preliminary Prospectusany Prospectus as amended or supplemented, the any Free Writing Prospectus or any amendment “issuer information” (“Issuer Information”) filed or supplement theretorequired to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading; , and will reimburse each Underwriter and each such officerDealer Manager, Holder, director, employee or officer, employee, controlling person or affiliate for any legal or other out-of-pocket expenses reasonably incurred by each Underwriter and each such officerDealer Manager, Holder, director, employee or officer, employee, controlling person or affiliate in connection with investigating or defending any such loss, claim, damage, liability liability, action or actionclaim as such expenses are incurred; provided, however, provided that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents Registration Statement, any Prospectus as amended or supplemented, any Free Writing Prospectus or any Issuer Information in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition information relating to any liability which the Issuer, Dealer Manager or any Holder furnished to the Company and the Seller may otherwise havein writing by such Dealer Manager or by such Holder expressly for use therein.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, its partners, directors and officers and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Act or the Exchange Act and the respective officers, directors and employees of each such personAct, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any breach of any of the representations and warranties of the Company contained herein or any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter Information. This indemnity agreement will be through the Representatives specifically 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 addition subsection (b) below; and provided, further, that with respect to any liability which the Issueruntrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus or preliminary prospectus supplement, the indemnity contained in this subsection (a) shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Offered Securities concerned, to the extent that a prospectus relating to such Offered Securities was required to be delivered by such Underwriter under the Act in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Offered Securities to such person, a copy of the Prospectus (exclusive of material incorporated by reference) if the Company and the Seller may otherwise havehad previously furnished copies thereof to such Underwriter.

Indemnification and Contribution. (a) The Issuer, the Company and the SellerBraskem, jointly and severally, will agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, Affiliates and agents of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Securities Act, the Exchange Act or other U.S. federal or state or foreign statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto, (ii) with respect to the Registration Statement or arise out of any amendment or are based upon supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (iii) with respect to any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, and will agrees, in each case, to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer Braskem will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, any such documents Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with the Underwriter Information. This indemnity agreement will be in addition to any liability which the Issuer, that the Company and the Seller or Braskem may otherwise have.

Indemnification and Contribution. (a) 7.1 The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter Agent, its officers and directors and each person, if any, who controls any Underwriter such Agent within the meaning of Section 15 of the 1933 Act or the Exchange Act and the respective officers, directors and employees of each such person, against any lossesand all loss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Underwriter or such controlling person may become subjectas incurred, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus Statement (or any amendment thereto) or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arising out of or is based upon any such an untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that this indemnity does not apply to (i) any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in any such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be information furnished to the Company or Trust in addition to writing by such Agent expressly for use in the Registration Statement (or any liability which the Issueramendment thereto) or any preliminary prospectus, the Company and Time of Sale Prospectus or the Seller may otherwise haveProspectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, or (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the Registration Statement which constitutes the Statements of Eligibility (Form T-1) under the 1939 Act of the Indenture Trustee.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter, the directors, officers and Affiliates of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; , and will (subject to the limitations set forth in the proviso to this sentence) agree to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, any such documents preliminary prospectus or the Prospectus, or in any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter Informationthrough the Managers specifically for inclusion therein; provided further that with respect to any untrue statement or omission of material fact made in the any preliminary prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Underwriter from whom such person asserting such loss, claim, damage or liability purchased the Shares concerned, to the extent that any such loss, claim, damage or liability of such Underwriter occurs under the circumstance where (i) the Company had previously furnished copies of the Prospectus on a timely basis to the Managers, (ii) the untrue statement or omission of a material fact contained in any preliminary prospectus was corrected in the Prospectus and (iii) there was not sent or given to such person, at or prior to the written confirmation of the sale of such Shares to such person, a copy of the Prospectus. This indemnity agreement will be in addition to any liability which the Issuer, that the Company and the Seller may otherwise have. The Company shall not be liable under this Section 8 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, which consent shall not be unreasonably withheld.

Indemnification and Contribution. (a) The Issuer, the Company and the SellerOperating Partnership, jointly and severally, will indemnify agree to indemnify, defend and hold harmless each Underwriter the Managers and each persontheir respective affiliates, if anyand their respective directors, officers, employees and agents and any person who controls any Underwriter either of the Managers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, and the respective officerssuccessors and assigns of all of the foregoing persons, directors from and employees of each such person, against any lossesloss, claimsdamage, damages expense, liability or liabilitiesclaim (including the reasonable cost of investigation), joint as incurred, which, jointly or severalseverally, to which the Managers or any such Underwriter or such controlling person may become subject, incur under the Act, the Exchange Act Act, the common law or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, Statement (or in the Preliminary Prospectus, Registration Statement as amended by any post effective amendment thereof by the Prospectus Company) or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending except insofar as any such loss, claimdamage, damageexpense, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability claim arises out of or is based upon any such untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Managers to the Company or the Operating Partnership expressly for use in, the Registration Statement or arises out of or is based upon any omission or alleged omission made to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 7 being deemed to include any Basic Prospectus, any Prospectus Supplement, any Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Act) of the Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to such documents in reliance Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information. This indemnity agreement will be information furnished in addition writing by or on behalf of the Managers to any liability which the Issuer, the Company or the Operating Partnership expressly for use in, such Prospectus or Permitted Free Writing Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to make the Seller may otherwise havestatements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, its partners, directors and officers and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act 1934 Act, and the respective officerssuccessors and assigns of all such persons, directors from and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which any such Underwriter or any such controlling other person may become subject, subject under the 1933 Act, the Exchange Act 1934 Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or in any “blue sky” application or other document executed by the Company or based upon any information furnished in writing by the Company, filed in any jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (“Blue Sky Application”), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; , any untrue statement or alleged untrue statement made by the Company in Section 1 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein, and will reimburse each Underwriter and each such officerpartner, director, officer, employee or and controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officerUnderwriter, partner, director, officer, employee or controlling person in connection with investigating or defending any such loss, claim, damage, expense, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, expense or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, such Preliminary Prospectus, Prospectus, or such amendment or supplement, or any such documents Blue Sky Application in reliance upon and in conformity with written information furnished to the Company by you or by any Underwriter Informationthrough you expressly for use therein, it being understood and agreed that the only such information furnished by you or by any Underwriter through you consists of the information specified in Section 6(g) below; provided, further, that the Company will not be liable for any such losses, claims, damages, expenses, or liabilities arising from the sale of the Shares to any person if a copy of the Prospectus (as first filed pursuant to Rule 424(b)) or the Prospectus as amended or supplemented by all amendments or supplements thereto which has been furnished to the Underwriters (within a reasonable amount of time prior to such sale) shall not have been sent, mailed or given to such person, at or prior to the written confirmation of the sale of such Shares to such person, but only if and to the extent that such Prospectus, if so sent or delivered, would have cured the defect giving rise to such loss, claim, damage, expense or liability. In addition to its other obligations under this Section 6(a), the Company agrees that, as an interim measure during the pendency of any such claim, action, investigation, inquiry or other proceeding arising out of or based upon any breach or any statement or omission, or any alleged statement or omission, described in this Section 6(a), it will reimburse the Underwriters, their partners, directors, officers, employees and controlling persons on a monthly basis for all reasonable legal and other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company’s obligation to reimburse the Underwriters and such other persons for such expense and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. This indemnity agreement will shall be in addition to any liability which the Issuer, liabilities that the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold you harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person you may become subject, subject under the Securities Act, the Exchange Act or otherwise, insofar as such specifically including, but not limited to, losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained; (ii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment amendments or supplement supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (iii) any untrue statement or alleged untrue statement of any material fact contained in any Prospectus or any amendment or supplement thereto, including any Incorporated Document, or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwriter and each such officer, director, employee or controlling person you for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person you in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, or Prospectus, or any such documents amendment or supplement thereto, in reliance upon upon, and in conformity with Underwriter Informationwith, written information relating to you furnished to the Company by you, specifically for use in the preparation thereof. The indemnity agreement in this Section 11(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, you and your affiliates and the partners, directors, officers, employees and agents of you and your affiliates, and each person or entity, if any, who controls or is under common control with, you within the meaning of the Securities Act or the Exchange Act. This indemnity agreement will shall be in addition to any liability liabilities, which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, Each of the Company and the SellerSubsidiary Guarantors, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, its partners, members, directors and officers and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Act or the Exchange Act and the respective officers, directors and employees of each such personAct, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary each Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, any related preliminary prospectus or preliminary prospectus supplement, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or any Non-Prospectus Road Show, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in from any of such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company by an Underwriter specifically for use therein, it being understood and agreed that the Seller may otherwise haveonly such information furnished by the Underwriters consists of the information described as such in subsection (b) below.

Indemnification and Contribution. (a) A. The Issuer, the Company and the Seller, jointly and severally, will Depositor agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act from and the respective officers, directors and employees of each such person, against any lossesand all loss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which such Underwriter or any such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or (iv) the 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 and will shall reimburse each such Underwriter and each such officer, director, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by each such Underwriter and each or such officer, director, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will Depositor shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Prospectus, or any such documents amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Depositor by or on behalf of such Underwriter Informationspecifically for inclusion therein. This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, the Company and the Seller Depositor may otherwise havehave to any Underwriter or any controlling person of any of such Underwriter. The only information furnished by the Underwriters or on behalf of the Underwriters for use in connection with the preparation of the Registration Statement or the Prospectus is described in Section 8(I) hereof.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter the Manager, the directors, officers, employees, affiliates and agents of the Manager and each person, if any, person who controls any Underwriter the Manager within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus Statement as originally filed or in any amendment or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , or (ii) any untrue statement or alleged untrue statement of a material fact included in the Basic Prospectus, the Prospectus, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with Underwriter Informationthe Manager Information (as defined below). This indemnity agreement will be in addition to any liability which the Issuer, that the Company and the Seller may otherwise have.. As used in this Agreement, with respect to the Manager, “

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, its partners, directors and officers and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Act or the Exchange Act and the respective officers, directors and employees of each such personSecurities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any breach of any of the representations and warranties of the Company contained herein or any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectusany preliminary prospectus, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading; , including any losses, claims, damages or liabilities arising out of or based upon the Company's failure to perform its obligations under Section 3(c) of this Agreement, and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made from any of such documents with respect to the Underwriters' Information. The foregoing indemnity with respect to any untrue statement contained in or omission from any preliminary prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition loss, claim, damage or liability purchased any of the Notes that are the subject thereof if such person was not sent or given, if legally required to any liability which have been sent or given, a copy of the Issuer, Prospectus (or the Company Prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Notes to such person and the Seller may otherwise haveuntrue statement contained in or omission from such preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented).

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, you against any all losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person you may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, any Prospectus Supplement and any other prospectus relating to the Notes (including, without limitation, any Time of Sale Information, any Issuer Free Writing Prospectus and any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act), or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person of you for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person of you in connection with investigating or defending any such loss, action or claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in from the Registration Statement, the Prospectus, any Prospectus Supplement and any other prospectus relating to the Notes (including, without limitation, any Time of Sale Information, any Issuer Free Writing Prospectus and any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act) or any such documents amendment or supplement thereto in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and the Seller may otherwise haveby any of you expressly for use in any such documents.

Indemnification and Contribution. (a) The IssuerCompany, Hovnanian and each of the Company and the Seller, Guarantors will jointly and severally, will severally indemnify and hold harmless each Underwriter Underwriter, its partners, directors and officers, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or the Exchange Act and the respective officers, directors and employees of each such personAct, against any losses, claims, damages or liabilities, joint or several, to which such any Underwriter or such controlling person may become subject, under the Act, Act or the Exchange 1934 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Time of Sale Information, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information, in the light of the circumstances under which they were made) not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the SellerCompany, the Company Hovnanian and the Issuer Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in from any of such documents made in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company or Hovnanian by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the Seller may otherwise haveonly such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or severalproceeding or any claim asserted), to which such Underwriter they, or such controlling person any of them, may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of any a material fact contained in any preliminary prospectus, the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, or arise out of or are based upon the omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; and , provided that the Company will reimburse each not be liable to the extent that such loss, claim, liability, expense or damage arises from the sale of the Shares in the public offering to any person by an Underwriter and each is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Representatives on behalf of any Underwriter expressly for inclusion in the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus, and provided further that the Company will not be liable to any Underwriter, the directors, officers, employees or agents of such officerUnderwriter or any person controlling such Underwriter with respect to any loss, directorclaim, employee liability, expense, charge or controlling damage arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission to state a material fact in any preliminary prospectus which is corrected in the Prospectus if the person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending asserting any such loss, claim, damageliability, liability charge or action; provided, however, that damage purchased Shares from such Underwriter but was not sent or given a copy of the Seller, the Company and the Issuer will not be liable in any such case Prospectus at or prior to the extent that any written confirmation of the sale of such loss, claim, damage or liability arises out of or is based upon any Shares to such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with Underwriter InformationPerson. This indemnity agreement will be in addition to any liability which the Issuer, that the Company and the Seller may might otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, person who controls any Underwriter within the meaning of either the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statementregistration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Preliminary Prospectus, the Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will agrees to reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, provided however, that the Seller, the Company and the Issuer will not be liable with respect to any untrue statement or omission of material fact made in any such case Preliminary Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability arises out of or is based upon any such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the Prospectus to the Representatives, (x) delivery of the Prospectus was required by the Act to be made to such person, (y) the untrue statement or alleged untrue statement omission of a material fact contained in the Preliminary Prospectus was corrected in the Prospectus and (z) there was not sent or omission given to such person, at or alleged omission made in any prior to the written confirmation of the sale of such documents in reliance upon and in conformity with Underwriter Informationsecurities to such person, a copy of the Prospectus. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter BNYCMI, its officers, directors, employees and agents, and each personPerson, if any, who controls any Underwriter BNYCMI within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Act, together with each such Person’s respective officers, directors directors, employees and employees of each such personagents (collectively, the “Controlling Persons”), from and against any and all losses, claims, damages or liabilities, joint and any action or severalproceeding in respect thereof, to which BNYCMI, its officers, directors, employees and agents, and any such Underwriter or such controlling person Controlling Person may become subject, subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, any issuer free writing prospectus that the Preliminary Prospectus, Company has filed or is required to file under Rule 433(d) under the Securities Act or the Prospectus (as amended or any amendment or supplement theretosupplemented), or arise out of of, or are based upon the upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that except insofar as the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission same are made in any such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be information related to BNYCMI or its plan of distribution furnished in addition writing to any liability which the Issuer, the Company and the Seller may otherwise haveby BNYCMI expressly for use therein.

Indemnification and Contribution. (a) The Issuer, the Company and the SellerIssuer, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, the directors, officers, members, employees and agents of each Underwriter, and each person, if any, person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Competition Act, the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of of, directly or indirectly, or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementStatement as originally filed or in any amendment thereof, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Preliminary statements therein not misleading, any untrue statement or alleged untrue statement of material fact contained in the Basic Prospectus, the any Preliminary Final Prospectus or the Final Prospectus, or any Investor Materials, or in any amendment thereof or supplement thereto, or arise out of of, directly or indirectly, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; , and will reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller Issuer may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter Underwriter, its affiliates, directors and officers and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, from and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Prospectus Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, (x) the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(g), and (y) the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with Underwriter from the Selling Stockholder Information. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the any Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any related preliminary prospectus supplement (or contained in any Registration Statement after it first becomes effective but prior to the Pricing Agreement or in any prospectus forming a part thereof during such period), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, action or claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter, directly or through the Representatives, expressly for use therein; and provided, further, that the Company shall not be liable to any Underwriter Information. This under the indemnity agreement will be in addition this subsection (a) to the extent that any such loss, claim, damage or liability which of such Underwriter results from the Issuerfact that such Underwriter sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus or the Prospectus as then amended or supplemented (excluding documents incorporated by reference) in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Prospectus, any such amendment or supplement thereto or any such other document was corrected in the Prospectus or the Prospectus as then amended or supplemented if the Company and the Seller may otherwise havehas furnished prior to such confirmation sufficient copies thereof to such Underwriter.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter the Placement Agents, their respective officers, employees, representatives and agents and each person, if any, who controls any Underwriter such Placement Agents within the meaning of the Securities Act or (collectively the Exchange Act "PLACEMENT AGENT INDEMNIFIED PARTIES" and the respective officers, directors and employees of each such person, a "PLACEMENT AGENT INDEMNIFIED PARTY") against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof, to which such Underwriter or such controlling person that Placement Agent Indemnified Party may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof) arise action arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Base Prospectus, the Registration Statement, the Preliminary Time of Sale Prospectus, if any, or the Prospectus Supplement or in any amendment or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Base Prospectus, the Registration Statement, the Time of Sale Prospectus, if any, or the Prospectus Supplement or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any breach of the representations and warranties of the Company contained herein or (iv) any act or failure to act, or any alleged act or failure to act, by any Placement Agent in connection with, or relating in any manner to, the Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i), (ii) or (iii) above; (provided that the Company shall not be liable in the case of any matter covered by this clause (iv) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such act or failure to act undertaken or omitted to be taken by such Placement Agent through its gross negligence or willful misconduct) and will shall reimburse each Underwriter and each such officer, director, employee or controlling person Placement Agent Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person that Placement Agent Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in from the Base Prospectus, the Registration Statement, the Time of Sale Prospectus, if any, or the Prospectus Supplement or any such documents amendment or supplement in reliance upon and in conformity with Underwriter Informationwritten information furnished to the Company by or on behalf of any Placement Agent through the Representative specifically for use therein, which information the parties hereto agree is limited to the Placement Agents' Information (as defined in Section 16). This indemnity agreement is not exclusive and will be in addition to any liability liability, which the Issuer, the Company might otherwise have and the Seller shall not limit any rights or remedies which may otherwise havebe available at law or in equity to each Placement Agent Indemnified Party.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, Agent against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person the Agent may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Base Prospectus or the Prospectus, the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person the Agent for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person the Agent in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, the Base Prospectus or the Prospectus, or any such documents amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and by the Seller may otherwise haveAgent expressly for use therein (as set forth in Section 6(f)).

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, Offerors jointly and severally, will severally agree to indemnify and hold harmless each Underwriter Underwriter, each of its directors, officers and agents, and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person1933 Act, against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses (including reasonable costs of investigation and attorney fees and expenses), joint or several, arising out of or based upon: (i) any untrue statement or alleged untrue statement of a material fact made by the Company or the Trust contained in the registration statement as originally filed or the Registration Statement, any Preliminary Prospectus or the Prospectus, or in any amendment or supplement thereto; (ii) any omission or alleged omission to which such Underwriter state a material fact in the registration statement as originally filed or such controlling person may become subject, under the ActRegistration Statement, the Exchange Act Preliminary Prospectus or otherwisethe Prospectus, insofar as such or in any amendment or supplement thereto, required to be stated therein or necessary to make the statements therein not misleading, and against any and all losses, claims, damages damages, liabilities and expenses (including reasonable costs of investigation and attorney fees), joint or liabilities (or actions in respect thereof) arise several, arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus or the Registration Statement, the Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; or (iii) the enforcement of this indemnification provision or the contribution provisions of Section 7(d); and will shall reimburse each Underwriter and each such officer, director, employee or controlling person indemnified party for any reasonable 33 legal or other expenses reasonably as incurred, but in no event less frequently than 30 days after each invoice is submitted, incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case such payments shall be promptly refunded; provided, however, that the Seller, the Company and the Issuer will Offerors shall not be liable in any such case to the extent extent, but only to the extent, that any such losslosses, claimclaims, damage or liability arises damages, liabilities and expenses arise out of or is are based upon any such untrue statement or alleged untrue statement in or omission or alleged omission allegation thereof that has been made in any such documents therein or omitted therefrom in reliance upon and in conformity with the Underwriters' Information; provided, that the indemnification contained in this paragraph with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter Information(or of any person controlling any Underwriter) to the extent any such losses, claims, damages, liabilities or expenses directly result from the fact that such Underwriter sold Designated Preferred Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented if any amendments or supplements thereto shall have been furnished to you in sufficient time to distribute same with or prior to the written confirmation of the sale involved), if required by law, and if such loss, claim, damage, liability or expense would not have arisen but for the failure to give or send such person such document. This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, the Company and or the Seller Trust may otherwise havehave to any such indemnified party.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, its directors, officers, employers, agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Underwriter, director, officer, employee, agent or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officerUnderwriter, director, employee officer, employee, agent or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, the Prospectus, or any such documents amendment or supplement, in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and by you, or by any Underwriter through you, specifically for use in the Seller may otherwise havepreparation thereof.

Indemnification and Contribution. (ai) The IssuerIn the event of any registration of any of the Shares under the Securities Act pursuant to this Section 8, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such personChance, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person Chance may become subject, subject under the Act, the Exchange Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statementtherein, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or (2) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will shall reimburse each Underwriter and each such officer, director, employee or controlling person Chance for any legal or any other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person Chance in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents Registration Statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information regarding Chance or his stock furnished to any liability which the Issuer, the Company by Chance specifically for use therein or so furnished for such purposes by any underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Chance, and shall survive the Seller may otherwise havetransfer of such securities by Chance.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Act or the Exchange Act and the respective officers(each, directors and employees of each such person, a "COMPANY INDEMNIFIED PARTY") against any losses, claims, damages or liabilities, joint or severalseveral (a "LOSS"), to which such Underwriter or such controlling person any Company Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the any Preliminary Prospectus, the Prospectus Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person any Company Indemnified Party for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person Company Indemnified Party in connection with investigating or defending any such lossaction or claim as such expenses are incurred; PROVIDED, claim, damage, liability or action; provided, howeverHOWEVER, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability Loss arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such documents amendment or supplement in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and the Seller may otherwise haveby any Underwriter through you expressly for use therein.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or severalas incurred, to which such the Underwriter or such controlling person may become subject, subject under the Securities Act, the Exchange Act or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation), insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement made by the Company in Section 1 of this Agreement; (ii) any untrue statement or alleged untrue statement of any material fact contained in (A) the Registration StatementStatement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or (B) any application or other document, or amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”); or (iii) the omission or alleged omission to state in the Registration Statement or any amendment thereto, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein any Application, a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating investigating, defending against or defending appearing as a third-party witness in connection with any such loss, claim, damage, liability liability, expense or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement or any such documents amendment thereto, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any Application in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and by any Underwriter through the Seller Representative expressly for use therein (which information is solely as set forth in Section 1(c) hereof). The Company will not, without the prior written consent of the Representative, which shall not be unreasonably withheld, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding (or related cause of action or portion thereof) in respect of which indemnification may otherwise havebe sought hereunder (whether or not any Underwriter is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Underwriter from all liability arising out of such claim, action, suit or proceeding (or related cause of action or portion thereof).

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, subject under the 1933 Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any breach of any warranty or covenant of the Company herein contained, (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in (A) any Preliminary Prospectus, the Registration Statement, or the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or (B) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Securities under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an "Application"), or (iii) arise out of or are based upon the omission or alleged omission to state therein in any Preliminary Prospectus, the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any Application a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any such documents amendment or supplement, or in any Application, in reliance upon and in conformity with written information furnished to the Company by any Underwriter Informationexpressly for use therein; and provided further, however, that with respect to any Preliminary Prospectus or any amendment or supplement thereto, the foregoing indemnity shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage or liability purchased Securities, if copies of the Prospectus were timely delivered to the Underwriter, a copy of the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriters to such person, if required by law so as to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. In addition to its other obligations under this Section 6(a), the Company agrees that as an interim measure during the pendency of any such claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 6(a), it will reimburse the Underwriters on a quarterly basis for all reasonable legal and other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company's obligation to reimburse the Underwriters for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. Any such interim reimbursement payments that are not made to an Underwriter within 30 days of a request for reimbursement shall bear interest at the prime rate (or reference rate or other commercial lending rate for borrowers of the highest credit standing) published from time to time by The Wall Street Journal (the "Prime Rate") from the date of such request. This indemnity agreement will shall be in addition to any liability which the Issuer, liabilities that the Company and the Seller may otherwise have. The Company will not, without the prior written consent of each Underwriter, settle or compromise or consent to the entry of any judgment in any pending or threatened action or claim or related cause of action or portion of such cause of action in respect of which indemnification may be sought hereunder (whether or not such Underwriter is a party to such action or claim), unless such settlement, compromise or consent includes an unconditional release of such Underwriter from all liability arising out of such action or claim (or related cause of action or portion thereof). The indemnity agreement in this Section 6(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act to the same extent as such agreement applies to the Underwriters.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each the Underwriter, its directors, officers, employees, and agents and the affiliates of the Underwriter and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and the respective officers, directors and employees of each such personAct, against any and all losses, claims, damages or liabilities, joint or several, to which any such Underwriter person or such controlling person entity may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon, (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus Statement or any amendment thereto or supplement thereto, or arise out of or are based upon the 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 any Preliminary Prospectus, in the Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any other Free Writing Prospectus or “written communication” (as defined in Rule 405 under the Act), the General Disclosure Package (or, in each case, any amendment or supplement to any of the foregoing, including the General Disclosure Package as subsequently amended or supplemented), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter and each such officer, director, employee or controlling person indemnified party for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with the Underwriter Information or the Selling Shareholder Information. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such personUnderwriter, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwiseotherwise (including, without limitation, in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the any Preliminary Prospectus, the Prospectus Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading; , and will reimburse each Underwriter and each person, if any, who controls such officer, director, employee or controlling person Underwriter for any legal or other expenses reasonably incurred by each such Underwriter and each or such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such documents amendment or supplement in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and the Seller may otherwise haveby or on behalf of any Underwriter expressly for use therein.

Indemnification and Contribution. (a) The IssuerIn the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company and the Seller, jointly and severally, will shall indemnify and hold harmless each Underwriter the holder of such Registrable Securities, such holder's directors and officers, and each other person (including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls any Underwriter such holder or such participating person within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such personSecurities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter holder or any such director or officer or participating person or controlling person may become subject, subject under the Act, the Exchange Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statementtherein, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or (ii) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will shall reimburse each Underwriter and each such officer, holder or such director, employee officer or participating person or controlling person for any legal or any other expenses reasonably incurred by each Underwriter and each such officer, holder or such director, employee officer or participating person or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition to any liability which the Issuer, the Company and the Seller may otherwise have.in

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subjectsubject (including, without limitation, in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), under the Act, the Exchange Act or otherwise, insofar as such specifically including, but not limited to, losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, (ii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus Statement or any amendment or supplement thereto, including any Incorporated Document, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (iii) any untrue statement or alleged untrue statement of any material fact contained in any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or the 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, and will agrees to reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the -------- ------- Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or through you, specifically for use in the preparation thereof and, provided further, that the indemnity agreement provided -------- ------- in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement in or omission or alleged omission made was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 4(d) hereof. The indemnity agreement in this Section 8(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any such documents in reliance upon and in conformity with Underwriter Informationwithin the meaning of the Act or the Exchange Act. This indemnity agreement will shall be in addition to any liability liabilities which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the SellerOperating Partnership, jointly and severally, will indemnify agree to indemnify, defend and hold harmless each Underwriter Agent and each personits affiliates, if anyits and their directors, officers, employees and agents and any person who controls any Underwriter such Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, and the respective officerssuccessors and assigns of all of the foregoing persons, directors from and employees of each such person, against any lossesloss, claimsdamage, damages expense, liability or liabilitiesclaim (including the reasonable cost of investigation), joint as incurred, which, jointly or severalseverally, to which such Underwriter Agent or any such controlling person may become subject, incur under the Act, the Exchange Act Act, the common law or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, Statement (or in the Preliminary Prospectus, Registration Statement as amended by any post effective amendment thereof by the Prospectus Company) or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending except insofar as any such loss, claimdamage, damageexpense, liability or action; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability claim arises out of or is based upon any such untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning any Agent furnished in writing by or on behalf of such Agent to the Company expressly for use in, the Registration Statement or arises out of or is based upon any omission or alleged omission made to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 7 being deemed to include any Basic Prospectus, any Prospectus Supplement, any Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Act) of the Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to such documents in reliance Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with Underwriter Information. This indemnity agreement will be information concerning any Agent furnished in addition writing by or on behalf of such Agent to any liability which the Issuer, the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to make the Seller may otherwise havestatements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnification and Contribution. (a) A. The Issuer, the Company and the Seller, jointly and severally, will Depositor agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any or such Underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act from and the respective officers, directors and employees of each such person, against any lossesand all loss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which such Underwriter or any such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or (iv) the 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 and will shall reimburse each such Underwriter and each such officer, director, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by each such Underwriter and each or such officer, director, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will Depositor shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Prospectus, or any such documents amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Depositor by or on behalf of such Underwriter Informationspecifically for inclusion therein. This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, the Company and the Seller Depositor may otherwise havehave to any Underwriter or any controlling person of any of such Underwriter. The only information furnished by the Underwriters or on behalf of the Underwriters for use in connection with the preparation of the Registration Statement or the Prospectus is described in Section 8(I) hereof.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, Depositor will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or such controlling person any of them may become subject, subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (a) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, Statement (including the Rule 430B Information) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, Prospectus or the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter and each such officerindemnified party, directoras incurred, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer Depositor will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in in, or omission or alleged omission made in from, any of such documents documents, in reliance upon and in conformity with the Underwriter Information. This indemnity agreement will be in addition to any liability which that the Issuer, the Company and the Seller Depositor may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will Depositor agrees to indemnify and hold harmless each the Underwriter and each person, if any, who controls any the Underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act from and the respective officers, directors and employees of each such person, against any lossesand all loss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which such the Underwriter or any such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or (iv) the 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 and will shall reimburse each the Underwriter and each such officer, director, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by each the Underwriter and each or such officer, director, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will Depositor shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Prospectus, or any such documents amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Depositor on behalf of the Underwriter Informationspecifically for inclusion therein. This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, the Company and the Seller Depositor may otherwise havehave to the Underwriter or any controlling person of the Underwriter. The only information furnished by the Underwriter or on behalf of the Underwriter for use in connection with the preparation of the Registration Statement or the Prospectus is described in Section 8(i) hereof.

Indemnification and Contribution. (a) The IssuerTo the extent permitted by law, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter Holder and each person, if any, who controls any Underwriter such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and the each of their respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, actions in respect thereof to which such Underwriter Holder or such controlling person persons may become subject, subject under the Securities Act, the Exchange Act or otherwiseotherwise (collectively, "Losses"), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) Losses arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the any related Preliminary Prospectus or any related Prospectus, the Prospectus or any amendment or supplement thereto, or arise out of of, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee Holder or controlling person persons for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person them in connection with investigating or defending any such loss, claim, damage, liability or actionLosses; provided, however, that the SellerCompany shall not be so liable to the extent that any such Losses arise out of, or are based upon, an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in said Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of such Holder specifically for use therein. Notwithstanding the foregoing, the Company and the Issuer will shall not be liable in any such case instance to the extent that any such lossLosses arise out of, claimor are based upon, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any Preliminary Prospectus if (i) after the Company had made available sufficient number of copies of the Prospectus, such documents Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities to the person asserting such Losses or who purchased the Registrable Securities the purchase of which is the basis of the action if, in reliance upon either instance, such delivery by such Holder is required by the Securities Act and (ii) the Prospectus would have corrected such untrue statement or alleged untrue statement or alleged omission; and the Company shall not be liable in conformity any such instance to the extent that any such Losses arise out of, or are based upon, an untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Prospectus and if, having previously been furnished by or on behalf of the Company with Underwriter Informationcopies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the sale of Registrable Securities if such delivery by such Holder is required by the Securities Act. This indemnity agreement will be in addition to any liability which the Issuer, Company may otherwise have and shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any such Person and shall survive the Company Termination Date and the Seller may transfer of Registrable Securities by such Holder as otherwise havepermitted hereby.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter Agent, its affiliates, its selling agents, its and their directors, officers, agents, affiliates and employees, and each person, if any, who controls any Underwriter Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and the respective officersAct, directors and employees of each such person, (1) against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person parties may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Preliminary Prospectus, the Prospectus as amended or supplemented, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person party for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating investigating, preparing or defending any such lossaction or claim as such expenses are incurred and (2) against any losses, claimclaims, damagedamages or liabilities, liability to which such parties may become subject to the extent of the aggregate amount paid in settlement of any litigation, or actionany investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(d) below) any such settlement is effected with the written consent of the Company; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus, the Prospectus as amended or supplemented, or any such documents amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and the Seller may otherwise haveby such Agent expressly for use therein.

Indemnification and Contribution. (a) A. The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 12 of the Exchange Act from and the respective officers, directors and employees of each such person, against any lossesand all loss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Offered Certificates), to which such Underwriter or any such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or (iv) the omission or alleged omission to state in the Prospectus a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each shall reimburse, as provided herein, such Underwriter and each such officer, director, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by each such Underwriter and each or such officer, director, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Prospectus, or any such documents amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter Informationspecifically for inclusion therein (except to the extent that any untrue statement or alleged untrue statement or omission or alleged omission is a result of Seller Provided Information (hereinafter defined) which is not accurate and complete in all material respects). This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, the Company and the Seller may otherwise havehave to any Underwriter or any controlling person of any such Underwriter.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subjectsubject (including, without limitation, in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), under the Act, the Exchange Act or otherwise, insofar as such specifically including, but not limited to, losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, (ii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus Statement or any amendment or supplement thereto, including any Incorporated Document, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (iii) any untrue statement or alleged untrue statement of any material fact contained in any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or the 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, and will agrees to reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, -------- ------- that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or through you, specifically for use in the preparation thereof and, provided further, that the indemnity agreement -------- ------- provided in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement in or omission or alleged omission made was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 4(d) hereof. The indemnity agreement in this Section 8(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any such documents in reliance upon and in conformity with Underwriter Informationwithin the meaning of the Act or the Exchange Act. This indemnity agreement will shall be in addition to any liability liabilities which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, its partners, members, directors, officers and its affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Act or the Exchange Act and the respective officers, directors and employees of each such personAct, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration StatementStatement at any time, the Preliminary Prospectusany Statutory Prospectus at any time, the Prospectus or any amendment or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in from any of such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company specifically for use therein by any (i) Underwriter through the Representatives, it being understood and agreed that the Seller may otherwise haveonly such information furnished by any Underwriter consists of the information described as such in subsection (c) below or (ii) Selling Securityholder, if any.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the any Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any related preliminary prospectus supplement (or contained in any Registration Statement after it first become effective but prior to the Pricing Agreement or in any prospectus forming a part thereof during such period), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, action or claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter, directly or through the Representatives, expressly for use therein; and provided, further, that the Company shall not be liable to any Underwriter Information. This under the indemnity agreement will be in addition this subsection (a) to the extent that any such loss, claim, damage or liability which of such Underwriter results from the Issuerfact that such Underwriter sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus or the Prospectus as then amended or supplemented (excluding documents incorporated by reference) in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Prospectus, any such amendment or supplement thereto or any such other document was corrected in the Prospectus or the Prospectus as then amended or supplemented if the Company and the Seller may otherwise havehas furnished prior to such confirmation sufficient copies thereof to such Underwriter.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subjectsubject (including, without limitation, in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), under the Act, the Exchange Act or otherwise, insofar as such specifically including, but not limited to, losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, (ii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus Statement or any amendment or supplement thereto, including any Incorporated Document, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (iii) any untrue statement or alleged untrue statement of any material fact contained in any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or the 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, and will agrees to reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or through you, specifically for use in the preparation thereof and, provided further, that the indemnity agreement provided in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement in or omission or alleged omission made was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 4(d) hereof. The indemnity agreement in this Section 8(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any such documents in reliance upon and in conformity with Underwriter Informationwithin the meaning of the Act or the Exchange Act. This indemnity agreement will shall be in addition to any liability liabilities which the Issuer, the Company and the Seller may otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter Underwriter, its partners, members, directors, officers and its affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Act or the Exchange Act and the respective officers, directors and employees of each such personAct, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Company Registration Statement, the Preliminary any Company Statutory Prospectus, the Prospectus Company Prospectus, or any amendment or supplement theretoIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) any such statement in or omission or alleged omission from the Guarantor’s Information or (ii) an untrue statement or alleged untrue statement in or omission or alleged omission made in from any of such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company or the Guarantor by or on behalf of any Underwriter through the Representatives, if any, specifically for use therein, it being understood and agreed that the Seller may otherwise haveonly such information furnished by or on behalf of any Underwriter consists of the information described as such in the Terms Agreement. It is understood and agreed that the Guarantor’s Information consists only of the information set forth on Schedule A hereto (such information is referred to herein as the “Guarantor’s Information”).

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter Agent, its affiliates, directors and officers and each person, if any, who controls any Underwriter such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter person or such controlling person entity may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration StatementStatement when such part became effective, the Preliminary ProspectusGeneral Disclosure Package, the Prospectus or any amendment thereof or supplement theretothereto or any Specified Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee person or controlling person entity for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents therein in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and the Seller may otherwise haveby any such person or entity through an Agent specifically for use therein.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each such Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any such documents Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company and the Seller may otherwise haveby any Underwriter expressly for use therein.

Indemnification and Contribution. (a) The IssuerSubject to the limitations in this paragraph below, each of the Company and the SellerBWI, jointly and severally, will agrees to indemnify and hold harmless you and each Underwriter other Underwriter, the directors, officers, employees and agents of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilitiesdamages, joint or severalliabilities and expenses, to which such Underwriter or such controlling person may become subjectincluding, under the Actwithout limitation, the Exchange Act or otherwisereasonable costs of investigation and attorneys' fees and expenses (collectively, insofar as such losses, claims, damages or liabilities (or actions in respect thereof"Damages") arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Prepricing Prospectus or in the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or in any amendment or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that any such Damages arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information furnished in writing to the Company by or on behalf of any Underwriter through you expressly for use in connection therewith, or (ii) any inaccuracy in or breach of the representations and warranties of the Company or BWI contained herein or any failure of the Company or BWI to perform its obligations hereunder or under law; provided, however, that with respect to any untrue statement or omission made in any Prepricing Prospectus, the indemnity agreement contained in this paragraph shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased the Shares concerned if both (y) a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person as required by the Act, and (z) the untrue statement or omission in the Prepricing Prospectus was corrected in the Prospectus. In addition to its other obligations under this Section 8, each of the Company and BWI, jointly and severally, agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any inaccuracy in the representations and warranties of the Company herein or failure to perform their obligations hereunder, all as set forth in this Section 8, it will reimburse each Underwriter on a quarterly basis for all reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligation of the Company and BWI to reimburse each Underwriter for such officerexpenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, directoreach Underwriter shall promptly return it to the person(s) from whom it was received, employee together with interest compounded daily determined on the basis of the base lending rate announced from time to time by Chase Manhattan Bank, N.A. (the "Prime Rate"). Any such interim reimbursement payments which are not made to the Underwriters within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request. If any action or claim shall be brought against any Underwriter or any person controlling any Underwriter in respect of which indemnity may be sought jointly and severally against the Company and BWI, such Underwriter or such controlling person shall promptly notify in writing the party(s) against whom indemnification is being sought (the "indemnifying party" or "indemnifying parties"), and such indemnifying party(s) shall assume the defense thereof, including the employment of counsel reasonably acceptable to such Underwriter or such controlling person and payment of all fees and expenses. Such Underwriter or any such controlling person shall have the right to employ separate counsel (but the Company and BWI shall not be liable for the fees and expenses of more than one counsel) in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless (i) the indemnifying party(s) has (have) agreed in writing to pay such fees and expenses, (ii) the indemnifying party(s) has (have) failed to assume the defense and employ counsel reasonably acceptable to the Underwriter or such controlling person or (iii) the named parties to any such action (including any impleaded parties) include both such Underwriter or such controlling person and the indemnifying party(s), and such Underwriter or such controlling person shall have been advised by its counsel that one or more legal defenses may be available to the Underwriter which may not be available to the Company or BWI, or that representation of such indemnified party and any indemnifying party(s) by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party(s) shall not have the right to assume the defense of such action on behalf of such Underwriter or such controlling person (notwithstanding its (their) obligation to bear the fees and expenses of such counsel)). The indemnifying party(s) shall not be liable for any settlement of any such action effected without its (their) written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, the indemnifying party(s) agrees to indemnify and hold harmless any Underwriter and any such controlling person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment, but in the case of a judgment only to the extent stated in the immediately preceding paragraph. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless BWI and the Company, its directors, and its officers who sign the Registration Statement, and any person who controls BWI or the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company and BWI to each Underwriter, but only with respect to information furnished in writing by or on behalf of such Underwriter through you expressly for use in the Registration Statement, the Prospectus or any Prepricing Prospectus, or any amendment or supplement thereto. If any action or claim shall be brought or asserted against BWI or the Company, any of its directors, any such officers, or any such controlling person based on the Registration Statement, the Prospectus or any Prepricing Prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company and BWI by the preceding paragraph (except that if the Company and BWI shall have assumed the defense thereof such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and BWI and the Company, its directors, any such officers, and any such controlling persons shall have the rights and duties given to the Underwriters by the immediately preceding paragraph. If the indemnification provided for in this Section 8 is unavailable or insufficient for any reason whatsoever to an indemnified party under the first or fifth paragraph of this Section 8 in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and BWI on the one hand and the Underwriters on the other hand from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and BWI on the one hand and the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and BWI on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus; provided that, in the event that the Underwriters shall have purchased any Additional Shares hereunder, any determination of the relative benefits received by the Company or the Underwriters from the offering of the Shares shall include the net proceeds (before deducting expenses) received by the Company , and the underwriting discounts and commissions received by the Underwriters, from the sale of such Additional Shares, in each case computed on the basis of the respective amounts set forth in the notes to the table on the cover page of the Prospectus. The relative fault of the Company and BWI on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the Underwriters on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and BWI and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 was determined by a pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person indemnified party in connection with investigating or defending any such lossaction or claim. Notwithstanding the provisions of this Section 8, claimno Underwriter shall be required to contribute any amount in excess of the amount by which the total price of the Shares underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 8 are several in proportion to the respective numbers of Firm Shares set forth opposite their names in Schedule I hereto (or such numbers of Firm Shares increased as set forth in Section 10 hereof) and not joint. Notwithstanding the second paragraph of this Section 8, damageany losses, liability claims, damages, liabilities or action; providedexpenses for which an indemnified party is entitled to indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity, contribution and reimbursement agreements contained in this Section 8 and the representations and warranties of the Company and BWI set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, the Company, its directors or officers or any person controlling the Company, (ii) acceptance of any Shares and payment therefor hereunder and (iii) any termination of this Agreement. A successor to any Underwriter or any person controlling any Underwriter, or to BWI, the Company, its directors or officers, or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8. It is agreed that any controversy arising out of the operation of the interim reimbursement arrangements set forth in the second paragraph of this Section 8, including the amounts of any requested reimbursement payments and the method of determining such amounts, shall be settled by arbitration conducted pursuant to the Code of Arbitration Procedure of the NASD. Any such arbitration must be commenced by service of a written demand for arbitration or written notice of intention to arbitrate, therein electing the arbitration tribunal. In the event the party demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the party responding to said demand or notice is authorized to do so. Such an arbitration would be limited to the operation of the interim reimbursement provisions contained in the second and fifth paragraphs of this Section 8, and would not resolve the ultimate propriety or enforceability of the obligation to reimburse expenses which is created by the provisions of the second paragraph of this Section 8. Notwithstanding the preceding paragraphs of this Section 8, if the Distribution has been consummated, then the Underwriters must first proceed against the Company for indemnification and contribution before proceeding against BWI (it being understood, however, that the Seller(i) in such circumstances, the Company and the Issuer will Underwriters shall not be liable in any such case obligated to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition to any liability which the Issuer, first exhaust all remedies against the Company before proceeding against BWI; and the Seller (ii) in circumstances where such Damages arise as a result of statements, facts, representations or warranties of BWI, such Underwriters may otherwise havefirst proceed against BWI.)

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each the Underwriter, the directors, officers, employees and agents of the Underwriter and each person, if any, who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and the respective officers, directors and employees of each such person, against any and all losses, claims, damages or liabilities, joint expenses and damages (including, but not limited to, any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement of, any action, suit or severalproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Underwriter, or any such Underwriter or such controlling person may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions in respect thereof) arise out of or are based upon on (i) any untrue statement or alleged untrue statement of any a material fact contained in any preliminary prospectus, the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, or arise out in any application or other document executed by or on behalf of the Company or are based upon on written information furnished by or on behalf of the Company and filed in any jurisdiction in either case in order to qualify the Shares under the securities laws thereof or filed with the Commission, (ii) the omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; and will reimburse each misleading or (iii) any act or failure to act or any alleged act or failure to act by the Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person in connection with investigating with, or defending relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, liability, expense or damage arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company shall not be liable under this clause (iii) to the extent it is finally judicially determined by a court of competent jurisdiction that such loss, claim, damageliability, liability expense or actiondamage resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct); provided, however, provided that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, liability, expense or damage or liability arises out from the sale of or the Shares in the public offering to any person by the Underwriter and is based upon any such on an untrue statement or omission or alleged untrue statement in or omission or alleged omission made in any such documents in reliance upon on and in conformity with information relating to the Underwriter Informationfurnished in writing to the Company by such Underwriter expressly for inclusion in the Registration Statement, any preliminary prospectus or the Prospectus. This indemnity agreement will be in addition to any liability which the Issuer, that the Company and the Seller may might otherwise have.

Indemnification and Contribution. (a) The Issuer, the Company and the SellerAtlas Parties, jointly and severally, will shall indemnify and hold harmless each Underwriter Underwriter, the directors, officers and employees of each personUnderwriter, if any, and any person who controls any Underwriter within the meaning of the Securities Act or the Exchange Act Act, from and the respective officers, directors and employees of each such person, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Units), to which such Underwriter that Underwriter, director, officer, employee or such controlling person may become subject, under the Act, the Exchange Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained (A) in the Registration Statement, the any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto, or arise out (B) in any written or electronically produced materials or information provided electronically to investors by, or with the approval of, the Partnership in connection with the marketing of the offering of the Units, including any roadshow or are based upon investor presentations made to investors by the Partnership, whether in person or electronically (the “Marketing Materials”), (ii) the omission or alleged omission to state therein a in the Registration Statement, or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading; , (iii) the omission or alleged omission to state in any Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iv) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Units or the offering contemplated hereby, and will which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i), (ii) or (iii) above (provided that the Atlas Parties shall not be liable under this clause (iv) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse each Underwriter and each such director, officer, director, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by each Underwriter and each such officerthat Underwriter, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will Atlas Parties shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement in or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such documents amendment or supplement, in reliance upon and in conformity with written information concerning such Underwriter Informationfurnished to the Partnership by or on behalf of any Underwriter specifically for inclusion therein which information consists solely of the information specified in Section 8(e). This The foregoing indemnity agreement will be is in addition to any liability which the Issuer, the Company and the Seller Atlas Parties may otherwise havehave to any Underwriter or to any director, officer, employee or controlling person of that Underwriter.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will indemnify and hold harmless each Underwriter the Underwriter, its directors, officers, employees, affiliates and each person, if any, who controls any the Underwriter within the meaning of Section 15 of the Act or the Exchange Act and the respective officers, directors and employees of each such personAct, against any losses, claims, damages or liabilities, joint or several, liabilities to which such the Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the any Registration Statement, the Preliminary each Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse each the Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each the Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Seller, the Company and the Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made in from any of such documents in reliance upon and in conformity with Underwriter Information. This indemnity agreement will be in addition written information furnished to any liability which the Issuer, the Company by the Underwriter specifically for use therein, it being understood and agreed that the Seller may otherwise haveonly such information consists of the information described as such in subsection (b) below.

Indemnification and Contribution. (a) The Issuer, the Company and the Seller, jointly and severally, will agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act and the respective officers, directors and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subjectsubject (including, without limitation, in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), under the Act, the Exchange Act or otherwisespecifically including, insofar as such but not limited to, losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, (ii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus Statement or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (iii) any untrue statement or alleged untrue statement of any material fact contained in any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or the 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, and will agrees to reimburse each Underwriter and each such officer, director, employee or controlling person for any legal or other expenses reasonably incurred by each Underwriter and each such officer, director, employee or controlling person it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Seller, the Company and the Issuer will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, such Preliminary Prospectus or the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or through you, specifically for use in the preparation thereof and, provided further, that the indemnity agreement provided in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) in which such untrue statement or alleged untrue statement in or omission or alleged omission made was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 4(d) hereof. The indemnity agreement in this Section 8(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any such documents in reliance upon and in conformity with Underwriter Informationwithin the meaning of the Act. This indemnity agreement will shall be in addition to any liability liabilities which the Issuer, the Company and the Seller may otherwise have.