Common use of Indemnification of the Company, its Directors and Officers Clause in Contracts

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company or any such director, officer or controlling person may become subject, under the Securities Act, the Investment Company Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus Supplement (or any amendments or supplements thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus or the Prospectus Supplement (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company or any of its respective directors, officers or controlling persons for any legal and other expense reasonably incurred by the Company, or any of its respective directors, officers or controlling persons in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements indemnity agreement set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” this Section 7(b) shall be in the Preliminary Prospectus and Prospectus (the “addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, or arises out of or is 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, in each case to the foregoing)extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any road show are the statements set forth in the first paragraph paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, or arises out of or is 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, in each case to the foregoing)extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any road show are the statements set forth in the first paragraph paragraphs entitled “Stabilization,” “Discretionary Accounts” and “Selling Restrictions” under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, or arises out of or is 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, in each case to the foregoing)extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any road show are the statements set forth in the first paragraph paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that -------------------------- ---------------------- such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company Agent expressly for use in such sections thereof; and to reimburse the Registration StatementCompany, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment such director, officer or supplement to controlling person for any legal and other expense reasonably incurred by the foregoing) are the statements Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 5(b) shall be in addition to any liabilities that the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)Agent may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any preliminary prospectus, the Time of Sale any Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Underwriters, through the Representatives, expressly for use therein; and to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, the Base Prospectus, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first third paragraph, the third sentence of the seventh paragraph, and the eighth paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or arises out of or is 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, in each case to the foregoing)extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any Non-IFWP Road Show are the statements set forth (A) as the eighth, ninth, tenth, eleventh and twelfth paragraphs under the caption “Underwriting” in the Prospectus concerning stabilization by the Underwriters and (B) in the table in the first paragraph and as the seventeenth paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), the Disclosure Package, any Free Writing Prospectus or any Non-FWP Road Show, or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), the Disclosure Package or any Non-FWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any Non-FWP Road Show are the statements set forth information appearing in the table in the first paragraph, under the caption “Underwriting” in the Prospectus, the dollar amount appearing in the fifth paragraph under the caption “Commissions and ExpensesUnderwriting” in the Prospectus relating to securities dealer discounts, and the first sentence of information contained in the second seventh paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “relating to stabilization activities. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its each of the Company’s directors, each officer of the Company Company’s officers and employees who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer, employee or controlling person for any legal and other expenses reasonably incurred by the Company, or any such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first table in the fourth paragraph, in the sixth paragraph and tenth, eleventh and twelfth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus preliminary prospectus and Prospectus (the “Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Initial Purchaser agrees to indemnify and hold harmless the Company, and each of its directors, each officer of the Company who signed the Registration Statement its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the information contained in the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters MLPFS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense (including the fees and disbursements of counsel chosen by the Company) reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters Initial Purchaser has furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement to the foregoingthereto) are the statements set forth in Schedule B. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Disclosure Package or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters through the Representative expressly for use therein, and to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the any Underwriter or Underwriters has furnished to the Company through the Representative expressly for use in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Disclosure Package or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in (i) the first second and third sentences of the third paragraph under the caption “Commissions Underwriting” in the Prospectus and Expenses” and (ii) the first sentence of the second seventh paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, or any preliminary prospectusamendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Pre-Pricing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, the Pre-Pricing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements indemnity agreement set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” this Section 6(b) shall be in the Preliminary Prospectus and Prospectus (the “addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any preliminary prospectus, the Time of Sale any Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Underwriters, through the Representatives, expressly for use therein; and to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, the Base Prospectus, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first fourth paragraph, the ninth paragraph and the eleventh paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company who signed the Registration Statement managers, officers and employees and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, manager, officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectusPermitted Free Writing Prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, manager, officer, employee or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, manager, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectusPermitted Free Writing Prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph subsection “Price Stabliziation and Short Positions” under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoingthereto), any Written Testing-the-Waters Communication or any road show (as defined in Rule 433(h) under the Securities Act)in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under the caption heading “Underwriting—Commissions and ExpensesDiscounts,” and the first sentence of information set forth in the second paragraph through fifth paragraphs under the caption heading “Underwriting—Market Making, Stabilization and Other Transactions,” and the first paragraph under the heading “Underwriting—Electronic Distribution” in the Preliminary Prospectus preliminary prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each Underwriter Selling Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or omissions(ii) upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus supplement or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with information relating the Selling Agent Information; and to such Underwriter and furnished to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in writing by connection with investigating, defending, settling, compromising or paying any such Underwriter loss, claim, damage, liability, expense or Underwriters expressly for use thereinaction. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time Selling Agent Information consists of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in (w) the first paragraph eleventh and twelfth paragraphs under the caption “Commissions and Expenses” and the first sentence Supplemental Plan of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsDistribution” in the Preliminary Base Prospectus, (x) the names of the Selling Agents in the applicable Pricing Supplement or Prospectus in the case of any purchases of Notes by a Selling Agent as principal, (y) as to any Issuer Free Writing Prospectus, any statements specifically identified by a Selling Agent to the Company in writing prior to the distribution of such document as being subject to this sentence, and Prospectus (z) any other statements agreed by the “Underwriter Information”)Company and the Selling Agents in the applicable Written Terms Agreement. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that the Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based (i) upon any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, or any preliminary prospectusamendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the foregoingextent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are (A) the names of such Underwriter as presented on the front and back cover of the Preliminary Prospectus and the Prospectus and (B) the statements set forth under the caption “Underwriting” in the table immediately following the first paragraph thereunder, the first paragraph under the caption subsection entitled “Commissions and ExpensesDiscounts” and the first third sentence of the second paragraph under the caption subsection entitled “Market Making, Stabilization and Other TransactionsNew Issue of Notes” each as set forth in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its 21 directors, each officer of the Company who signed the Registration Statement its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information prepared by or on behalf of, or used by, the Company in connection with the offer or sale of the Notes (or any amendment or supplement to the foregoing), or arises out of or is based upon 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, in each case to the extent, and only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectusIssuer Written Information or any other written information prepared by or on behalf of, or used by, the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement to the foregoing), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectusIssuer Written Information or any other written information prepared by or on behalf of, or used by, the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Schedule C. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), the Disclosure Package, any Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show, or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), the Disclosure Package, any Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to thereto) or any Free Writing Prospectus, the foregoing) Final Term Sheet or any Non-FWP Road Show are the statements set forth information appearing in the table in the first paragraph under the caption “Commissions and ExpensesUnderwriting” and in the first sentence Prospectus relating to the principal amount of Securities to be purchased by each Underwriter, the second percentage appearing in the fourth paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus relating to securities dealer discounts and the information contained in the eighth paragraph under the caption “Underwriting” in the Prospectus (the “relating to stabilization activities. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company who signed the Registration Statement its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement thereto), or arises out of or is 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 light of the circumstances under which they were made, not misleading, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Schedule C. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any preliminary prospectus, the Time of Sale any Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Underwriters, through the Representatives, expressly for use therein; and to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, the Base Prospectus, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first third paragraph, the third sentence of the seventh paragraph, and the eighth paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth (i) in the table in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus, (ii) as the paragraph captioned “Underwriting(Discretionary Accounts” in the Prospectus and Prospectus (iii) as the paragraphs captioned “Underwriting—Stabilization” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the names set forth in the table in the first paragraph and the statements set forth in the first paragraph [ ] paragraphs concerning stabilization and other market transactions under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Shareholders and each person, if any, who controls the Company or any Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, Selling Shareholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing and the Selling Shareholders by such the Underwriter or Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Shareholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Shareholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, and its each of their directors, each officer of the Company their officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Notes Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, any Notes Guarantor, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter directly or Underwriters through the Representatives expressly for use therein; and to reimburse the Company, any Notes Guarantor or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Notes Guarantors hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has have furnished to the Company and the Notes Guarantors expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are consists of the statements set forth in the table in the first paragraph and the statements set forth in fifth, tenth, eleventh and twelfth paragraphs, each under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Selling Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or omissions(ii) upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus supplement or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with information relating the Selling Agent Information; and to such Underwriter and furnished to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in writing by connection with investigating, defending, settling, compromising or paying any such Underwriter loss, claim, damage, liability, expense or Underwriters expressly for use thereinaction. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time Selling Agent Information consists of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in (w) the first paragraph ninth, eleventh, twelfth and thirteenth paragraphs under the caption “Commissions and Expenses” and the first sentence Supplemental Plan of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsDistribution (Conflicts of Interest)” in the Preliminary MTN Prospectus Supplement, (x) the names of the Selling Agents and statements agreed in writing by the Company and the Selling Agents in the applicable Pricing Supplement or Prospectus in the case of any purchases of Notes by a Selling Agent as principal, (y) as to any Issuer Free Writing Prospectus, any statements specifically identified by a Selling Agent to the “Underwriter Information”)Company in writing prior to the distribution of such document as being subject to this sentence, and (z) any other written information relating to a Selling Agent furnished to the Company by such Selling Agent specifically for use in any applicable prospectus supplement or Pricing Supplement. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, and its each of their directors, each officer of the Company their officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Notes Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in Section 9(a)paragraph (a) above, as incurredto the extent, but and only with respect to the extent, that such untrue statements or omissions, statement or alleged untrue statements statement or omissions, omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter directly or Underwriters through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, any Notes Guarantor or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Notes Guarantors hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has have furnished to the Company and the Notes Guarantors expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to thereto) consists of the foregoing) are names of the Underwriters, the statements set forth in the first paragraph under the caption “Commissions and Expenses” and third paragraph, the first sentence of the second ninth paragraph, the fifth sentence of the ninth paragraph, the sixth sentence of the ninth paragraph and the seventh sentence of the ninth paragraph, each under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in (A) as the first paragraph last two paragraphs on the inside front cover page of the Prospectus and (B) the following sections under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus Prospectus: the table in the first paragraph, the sentences related to concessions, discounts and Prospectus (reallowances, the “paragraphs related to stabilization, syndicate covering transactions and penalty bids, the representations relating to offerings in the European Union, including the United Kingdom. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Guarantor, and its each of their respective directors, each officer of the Company who signed the Registration Statement officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, the Guarantor, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectusIssuer Free Writing Document, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Disclosure Package or the Prospectus Offering Memorandum (or any amendment or supplement to any of the foregoing), or arises out of or is based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, any Issuer Free Writing Document, the Disclosure Package or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters Initial Purchaser through the Representative expressly for use therein; and to reimburse the Company or the Guarantor, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or the Guarantor, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has Initial Purchasers have furnished to the Company and the Guarantor expressly for use in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Issuer Free Writing Document or the Prospectus Offering Memorandum (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first sixth paragraph under the caption of “Commissions Plan of Distribution” in the Offering Memorandum, and Expenses” and in the first sentence of the second paragraph under the caption of “Market Making, Stabilization and Plan of Distribution - Other TransactionsRelationships” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Stockholders and each person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, Selling Stockholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company and each of the Selling Stockholders hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth (A) in the paragraph on the inside front cover page of the Prospectus concerning stabilization by the Underwriters (B) in the last paragraph on the front cover page of the Prospectus and (C) in the table in the first paragraph and in the second, fifth, eighth and ninth paragraphs under the caption “Commissions and Expenses” "Underwriting" in the Prospectus; and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Underwriters confirm that such statements are correct. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and its directorsthe Guarantor, each officer of the Company who signed the Registration Statement their respective directors and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, the Guarantor, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectusIssuer Free Writing Document, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Disclosure Package or the Prospectus Offering Memorandum (or any amendment or supplement to any of the foregoing), or arises out of or is based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, any Issuer Free Writing Document, the Disclosure Package or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters Initial Purchaser through the Representative expressly for use therein; and to reimburse the Company or the Guarantor, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or the Guarantor, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has Initial Purchasers have furnished to the Company and the Guarantor expressly for use in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Issuer Free Writing Document or the Prospectus Offering Memorandum (or any amendment or supplement to the foregoingthereto) are the statements set forth in the sixth paragraph and the first and second sentences of the tenth paragraph under the caption of “Commissions and Expenses” and the first sentence Plan of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsDistribution” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company who signed the Registration Statement its officers and employees, agents, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectusPreliminary Offering Memorandum, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Final Offering Memorandum or the Prospectus Disclosure Package (or any amendment or supplement thereto), or arises out of or is based upon 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Final Offering Memorandum or the Disclosure Package (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer, employee, agent or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has Initial Purchasers have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectusPreliminary Offering Memorandum, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Final Offering Memorandum or the Prospectus Disclosure Package (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Schedule B hereto. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)this SECTION 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors and its directors, each officer of the Company who signed the Registration Statement officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case, to the foregoingextent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph third and seventh paragraphs under the caption “Commissions and Expenses” "Underwriting" in the final prospectus supplement; and the first sentence of Underwriter confirms that such statements are correct. The indemnity agreement set forth in this Section 7 shall be in addition to any liabilities that the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Manager, Forward Purchaser and Forward Seller agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company its officers who signed the Registration Statement and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 the Exchange Act and the respective rules and regulations of the Exchange ActCommission thereunder, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or omissions(ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, any Permitted Free Writing Prospectus or the General Disclosure Package (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Permitted Free Writing Prospectus or the Prospectus General Disclosure Package (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with information relating to such Underwriter and furnished in writing to the Company in writing by such Underwriter any Manager, Forward Purchaser or Underwriters Forward Seller expressly for use therein; and to reimburse the Company, such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has Managers, Forward Purchasers and Forward Sellers have furnished to the Company in writing expressly for use in the Registration Statement, any preliminary prospectusthe Prospectus, the Time of Sale ProspectusProspectus Supplement (including any Interim Prospectus Supplement), the General Disclosure Package, any free writing prospectusprospectus that the Company has filed, any Section 5(dor is required to file, pursuant to Rule 433(d) Written Communication or under the Prospectus (Securities Act, or any amendment or supplement to the foregoing) thereto are the statements Managers’, the Forward Purchasers’ or the Forward Sellers’ names on the cover of the Prospectus Supplement. The indemnity agreement set forth in the first paragraph under the caption “Commissions this Section 8(b) shall be in addition to any liabilities that each Manager, Forward Purchaser and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)Forward Seller may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement officers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or arises out of or is 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, in each case to the foregoing)extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer, employee or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any Non-IFWP Road Show are the statements set forth in the first paragraph eighth through and including the twelfth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (Prospectus. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the “Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), the Disclosure Package, any Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show, or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), the Disclosure Package, any Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to thereto) or any Free Writing Prospectus, the foregoing) Final Term Sheet or any Non-FWP Road Show are the statements set forth information appearing in the table in the first paragraph under the caption “Commissions and ExpensesUnderwriting” and in the first sentence Prospectus relating to the principal amount of Securities to be purchased by each Underwriter, the second percentage appearing in the third paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus relating to securities dealer discounts and the information contained in the seventh paragraph under the caption “Underwriting” in the Prospectus (the “relating to stabilization activities. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its each of the Company’s directors, each officer of the Company Company’s officers and employees who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer, employee or controlling person for any legal and other expenses reasonably incurred by the Company, or any such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are (i) the statements names of the Underwriters as set forth on the front and back covers of the preliminary prospectus and the Prospectus and as further set forth in the table in the first paragraph under the caption “Commissions and ExpensesUnderwriting” and (ii) the first sentence of statements set forth in the second table in the fourth paragraph, in the sixth paragraph and tenth, eleventh and twelfth paragraphs under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus preliminary prospectus and Prospectus (the “Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, and its each of their directors, each officer of the Company their officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Notes Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, any Notes Guarantor or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter directly or Underwriters through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, any Notes Guarantor or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Notes Guarantors hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has have furnished to the Company and the Notes Guarantors expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are consists of the statements set forth in the table in the first paragraph and the statements set forth in the third paragraph, sixth paragraph, seventh paragraph, and the third and fourth sentences of the eighth paragraph, each under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company who signed the Registration Statement its officers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the information contained in the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first sixth paragraph and the second and third sentences of the ninth paragraph under the caption “Commissions and Expenses” and the first sentence Plan of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsDistribution” in the Preliminary Prospectus Offering Memorandum and Prospectus (the “Underwriter Information”)Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), the Disclosure Package, any Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show, or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), the Disclosure Package, any Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to thereto) or any Free Writing Prospectus, the foregoing) Final Term Sheet or any Non-FWP Road Show are the statements set forth information appearing in the table in the first paragraph under the caption “Commissions and ExpensesUnderwriting” and in the first sentence Prospectus relating to the principal amount of Securities to be purchased by each Underwriter, the second percentage appearing in the third paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus relating to securities dealer discounts and the information contained in the ninth paragraph under the caption “Underwriting” in the Prospectus (the “relating to stabilization activities. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Guarantor, and its each of their respective directors, each officer of the Company their respective officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale Prospectusinformation contained in the Final Term Sheet, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters through the Representative expressly for use therein; and to reimburse the Company or the Guarantor, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or the Guarantor, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has have furnished to the Company and Guarantor expressly for use in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale ProspectusFinal Term Sheet, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the sixth, seventh, eighth paragraphs and the first and second sentences of the eleventh paragraph under the caption of “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “prospectus supplement. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each U.S. Syndicate Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such U.S. Syndicate Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary U.S. Prospectus or the U.S. Prospectus (or any amendment or supplement thereto) or any Time of Sale Information, or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectusU.S. Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the U.S. Prospectus (or any amendment or supplement to the foregoing)thereto) or any Time of Sale Information, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such a U.S. Syndicate Underwriter or Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or U.S. Syndicate Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication U.S. Prospectus or the U.S. Prospectus (or any amendment or supplement to the foregoingthereto) or any Time of Sale Information are the statements set forth in the tables in the first paragraph and second paragraphs under the caption “Commissions Underwriting” in the U.S. Prospectus and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsShort Positions” under the caption “Underwriting” in the Preliminary Prospectus and Prospectus (the “U.S. Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each U.S. Syndicate Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company who signed the Registration Statement its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Statutory Prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Statutory Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the table in the first paragraph and as the [eighth, ninth, tenth, eleventh and twelfth paragraphs] under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Dealer Manager agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Dealer Manager), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Dealer Managers expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expenses as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has Dealer Managers have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth under the caption "Plan of Distribution" in the Prospectus in the first three sentences of the paragraph under the caption “Commissions and Expenses” relating to possible stabilizing transactions and the first last sentence of the second paragraph under last paragraph; and the caption “Market Making, Stabilization and Other Transactions” Dealer Managers confirm that such statements are correct. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)this Section 8(b) shall be in addition to any liabilities that each Dealer Manager may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company who signed the Registration Statement its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the information contained in the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Schedule C. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Selling Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or omissions(ii) upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus supplement or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with information relating the Selling Agent Information; and to such Underwriter and furnished to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in writing by connection with investigating, defending, settling, compromising or paying any such Underwriter loss, claim, damage, liability, expense or Underwriters expressly for use thereinaction. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time Selling Agent Information consists of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in (w) the first paragraph eleventh and twelfth paragraphs under the caption “Commissions and Expenses” and the first sentence Supplemental Plan of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsDistribution (Conflicts of Interest)” in the Preliminary MTN Prospectus Supplement, (x) the names of the Selling Agents and statements agreed in writing by the Company and the Selling Agents in the applicable Pricing Supplement or Prospectus in the case of any purchases of Notes by a Selling Agent as principal, (y) as to any Issuer Free Writing Prospectus, any statements specifically identified by a Selling Agent to the “Underwriter Information”)Company in writing prior to the distribution of such document as being subject to this sentence, and (z) any other written information relating to a Selling Agent furnished to the Company by such Selling Agent specifically for use in any applicable prospectus supplement or Pricing Supplement. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that the Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, each Company counsel, the Selling Shareholder and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, counsel, Selling Shareholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing and the Selling Shareholder by such Underwriter or Underwriters on behalf of the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer, counsel, Selling Shareholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Shareholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Selling Shareholder, hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company and the Selling Shareholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the table in the first paragraph and the third, ninth, tenth and eleventh paragraphs under the caption “Commissions and Expenses” "Underwriting" in the Prospectus; and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Underwriters confirm that such statements are correct. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Shareholder, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, Selling Shareholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing and the Selling Shareholder by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Shareholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Shareholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damag, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have. Notwithstanding the first paragraph under foregoing, any amounts to be paid by an indemnifying party shall be offset by any amounts paid to the caption “Commissions and Expenses” and indemnified parties pursuant to the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” insurance described in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)Section 3(f) hereof.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or arises out of or is 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, in each case to the foregoing)extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any Non-IFWP Road Show are the statements set forth in the first paragraph paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under section entitled “Stabilization and Short Positions” concerning stabilization transactions by the caption Underwriters and in the section entitled “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth (A) in the table in the first paragraph paragraph, (B) in the third paragraph, and (C) in the sections entitled “Stabilization,” “Discretionary Accounts” and “Online Offering” each under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless (i) the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and (ii) each director of the Company, against any and all loss, liability, claim, damage and expense described in each officer of the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in Company who signs the Registration Statement, against any preliminary prospectuslosses, claims, damages or liabilities to which such party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Time of Sale Prospectus or the Prospectus, any free writing prospectus, any Section 5(d) Written Communication 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, in each case to the foregoing)extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, the Time of Sale Prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with information relating to such the Underwriter Information and furnished to will reimburse the Company for any legal or other expenses reasonably incurred by the Company in writing connection with evaluating, investigating or defending any such action or claim as such expenses are incurred; provided, however, that the obligation of the Underwriter to indemnify the Company (including any controlling person, director or officer thereof) shall be limited to the amount of the underwriting discount and commissions applicable to the Offered Securities to be purchased by such the Underwriter or Underwriters expressly for use thereinhereunder. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first sentence of the third paragraph under the caption “Commissions Underwriting,” the first two sentences of the first paragraph under the caption “Underwriting—Commission and Expenses” and the first sentence of the second first paragraph under the caption “Market MakingUnderwriting—Stabilization”, Stabilization and Other Transactionsin each case under the caption “Underwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or arises out of or is 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, in each case to the foregoing)extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any Non-IFWP Road Show are the statements set forth in paragraphs 5, 12, 13, 14, 15 and the first and last sentences of paragraph 16 under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (collectively, the “Underwriter InformationContent”). The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Placement Agent agrees to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and Statement, each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, under the Act, the Exchange Act, or other federal, state statutory law or regulation, or at common law or otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Supplement (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Prospectus Supplement (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Placement Agent expressly for use therein, and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)Placement Agent may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company who signed the Registration Statement its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus, the Time of Sale ProspectusIssuer Written Information, any free writing prospectusSupplemental Offering Materials, or any Section 5(d) Written Communication written information used by or with the Prospectus consent of the Company in connection with the offer or sale of the Notes (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information, any Supplemental Offering Materials, or any written information used by or with the consent of the Company in connection with the offer or sale of the Notes (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters on behalf of the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus, the Time of Sale ProspectusIssuer Written Information, any free writing prospectusSupplemental Offering Materials, or any Section 5(d) Written Communication written information used by or with the Prospectus consent of the Company in connection with the offer or sale of the Notes (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Schedule C. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company who signed the Registration Statement its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Debentures (or any amendment or supplement to the foregoing), or arises out of or is based upon 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, in each case to the extent, and only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Debentures (or any amendment or supplement to the foregoing), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Debentures (or any amendment or supplement to the foregoing) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Schedule C. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company who signed the Registration Statement its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectusPreliminary Offering Memorandum, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) or the Disclosure Package, or arises out of or is based upon 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, in each case to the foregoing)extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Final Offering Memorandum (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has Initial Purchasers have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectusPreliminary Offering Memorandum, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Final Offering Memorandum (or any amendment or supplement to thereto) or the foregoing) Disclosure Package are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Schedule C. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)this Section 11(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale Prospectusinformation contained in the Final Term Sheet, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale ProspectusFinal Term Sheet, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of (i) the second paragraph under the subsection “Price Stabilization and Short Positions” under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (ii) the first sentence under the subsection “Commissions and Discounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus concerning stabilization and Prospectus (passive market making by the “Underwriters; the indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, and its each of their directors, each officer of the Company their officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Notes Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, any Notes Guarantor, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter directly or Underwriters through the Representatives expressly for use therein; and to reimburse the Company, any Notes Guarantor or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Notes Guarantors hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has have furnished to the Company and the Notes Guarantors expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are consists of the statements set forth in the table in the first paragraph and the statements set forth in the third paragraph, tenth paragraph, eleventh paragraph, and the third and fourth sentences of the twelfth paragraph, each under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in (A) the table in the first paragraph, (B) the first four sentences of the third paragraph (C) the subsection “Stabilization”, (D) the subsection “Discretionary Accounts”, and (E) the subsection “Online Offering”, all under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Stockholders and each person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, Selling Stockholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing and the Selling Stockholders by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company and each of the Selling Stockholders, hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company and the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth (A) as the last two paragraphs on the inside front cover page of the Prospectus concerning stabilization by the Underwriters and (B) in the table in the first paragraph under the caption “Commissions and Expenses” and the first sentence of as the second paragraph and as the last paragraph under the caption “Market Making, Stabilization and Other Transactions” "Underwriting" in the Preliminary Prospectus Prospectus; and Prospectus (the “Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Initial Purchaser agrees to indemnify and hold harmless the Company, and each of its directors, each officer of the Company who signed the Registration Statement its officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement to the foregoing) or arises out of or is based upon 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, in each case to the extent, and only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement to the foregoing), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Initial Purchaser expressly for use therein; and to reimburse the Company, or any such director, officer, employee, agent or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, or any such director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters Initial Purchaser has furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus, Issuer Written Information or any other written information used by or on behalf of the Time Company in connection with the offer or sale of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus Notes (or any amendment or supplement to the foregoing) ), are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Schedule B. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “Underwriter Information”)this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Guarantor, and its each of their respective directors, each officer of the Company their respective officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, the Guarantor, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale Prospectusinformation contained in the Final Term Sheet, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters through the Representative expressly for use therein; and to reimburse the Company or the Guarantor, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or the Guarantor, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has have furnished to the Company and Guarantor expressly for use in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale ProspectusFinal Term Sheet, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the sixth, seventh, eighth paragraphs and the first and second sentences of the eleventh paragraph under the caption of “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “prospectus supplement. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Guarantor, and its each of their respective directors, each officer of the Company their respective officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale Prospectusinformation contained in the Final Term Sheet, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters BAS expressly for use therein; and to reimburse the Company or the Guarantor, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or the Guarantor, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantors hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has have furnished to the Company and Guarantor expressly for use in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale ProspectusFinal Term Sheet, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph sixth, seventh and eighth paragraphs under the caption of “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).prospectus sup-

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, and its each of their directors, each officer of the Company their officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Notes Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in Section 9(a)paragraph (a) above, as incurredto the extent, but and only with respect to the extent, that such untrue statements or omissions, statement or alleged untrue statements statement or omissions, omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter directly or Underwriters through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, any Notes Guarantor or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Notes Guarantors hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has have furnished to the Company and the Notes Guarantors expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are consists of the statements set forth in the table in the first paragraph under and the caption “Commissions and Expenses” statements set forth in the sixth paragraph, the first sentence of the eleventh paragraph, the first sentence of the twelfth paragraph and the first sentence of the second paragraph fourteenth paragraph, each under the caption “Market Making, Stabilization and Other TransactionsUnderwriting (Conflicts of Interest)” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. [and the Selling Stockholder]. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement [, the Selling Stockholder] and each person, if any, who controls the Company [or the Selling Stockholder] within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, [Selling Stockholder] or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing [or the Selling Stockholder] by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer, [Selling Stockholder] or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, [Selling Stockholder] or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company [and the Selling Stockholder], hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company [and the Selling Stockholder] expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the table in the first paragraph and as the third, sixth, twelfth and thirteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any preliminary prospectus, the Time of Sale any Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Underwriters, through the Representatives, expressly for use therein; and to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, the Base Prospectus, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first third paragraph, the third sentence of the seventh paragraph and the eighth paragraph under the caption “Commissions and Expenses” and the first sentence Underwriting (Conflicts of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsInterest)” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Disclosure Package or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters through the Representatives expressly for use therein, and to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the any Underwriter or Underwriters has furnished to the Company through the Representatives expressly for use in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Disclosure Package or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in (i) the first and second sentences of the third paragraph under the caption “Commissions Underwriting” in the Prospectus and Expenses” and (ii) the first sentence of the second seventh paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement officers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer, employee or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph table in the first, tenth, twelfth, fourteenth and sixteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto), the Term Sheet or any Non-FWP Road Show, or arises out of or is 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, in each case to the extent, and only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to thereto), the foregoing)Term Sheet or any Non-FWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any Non-FWP Road Show are the statements set forth information appearing in the table in the first paragraph, under the caption “Underwriting” in the Prospectus, the concession figures appearing in the third paragraph under the caption “Commissions and ExpensesUnderwriting” in the Prospectus, and the first sentence of information contained in the second paragraph eighth through twelfth paragraphs concerning stabilization under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, or arises out of or is 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, in each case to the foregoing)extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any road show are the statements set forth in the first paragraph paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, and its each of their directors, each officer of the Company their officers who signed the Registration Statement and each person, if any, who controls the Company or one of the Notes Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph third, eighth, and tenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the “Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Disclosure Package or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters through the Representative expressly for use therein, and to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the any Underwriter or Underwriters has furnished to the Company through the Representative expressly for use in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Disclosure Package or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of (i) the second paragraph under the subsection “Price Stabilization and Short Positions” under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (ii) the first sentence under the subsection “Commissions and Discounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or arises out of or is 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, in each case to the foregoing)extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any Non-IFWP Road Show are the statements set forth table in the first paragraph and the statements concerning stabilization, syndicate covering transactions and penalty bids under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Stockholders and each person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, Selling Stockholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing and the Selling Stockholders by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company and each of the Selling Stockholders, hereby acknowledges that the only information that the Underwriter Representatives or the Underwriters has have furnished to the Company and the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements information set forth in the table in the first paragraph paragraph, the information on the concession and reallowance in the third paragraph, and the information in the eleventh, twelfth and thirteenth paragraphs under the caption “Commissions and Expenses” "Underwriting" in the Prospectus; and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Underwriters confirm that such information is correct. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Selling Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or omissions(ii) upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Base Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus supplement or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with information relating the Selling Agent Information; and to such Underwriter and furnished to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in writing by connection with investigating, defending, settling, compromising or paying any such Underwriter loss, claim, damage, liability, expense or Underwriters expressly for use thereinaction. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time Selling Agent Information consists of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in (w) the first paragraph [tenth, twelfth, thirteenth and fourteenth] paragraphs under the caption “Commissions and Expenses” and the first sentence Supplemental Plan of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsDistribution (Conflicts of Interest)” in the Preliminary MTN Prospectus Supplement, (x) the names of the Selling Agents and statements agreed in writing by the Company and the Selling Agents in the applicable Pricing Supplement or Prospectus in the case of any purchases of Notes by a Selling Agent as principal, (y) as to any Issuer Free Writing Prospectus, any statements specifically identified by a Selling Agent to the “Underwriter Information”)Company in writing prior to the distribution of such document as being subject to this sentence, and (z) any other written information relating to a Selling Agent furnished to the Company by such Selling Agent specifically for use in any applicable prospectus supplement or Pricing Supplement. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that the Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectusPreliminary Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, or arises out of or is 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, in each case to the foregoing)extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or the Underwriters through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters Representative, no behalf of the Underwriters, has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) or any Non-IFWP Road Show are the statements set forth (i) in the first third paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).caption

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, or any preliminary prospectusamendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative(s) expressly for use therein; and to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements indemnity agreement set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” this Section 6(b) shall be in the Preliminary Prospectus and Prospectus (the “addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto), the Term Sheet or any Non-FWP Road Show, or arises out of or is 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, in each case to the extent, and only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to thereto), the foregoing)Term Sheet or any Non-FWP Road Show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to thereto) or any Non-FWP Road Show is the foregoing) are information appearing in the statements set forth table in the first paragraph, under the caption “Underwriting” in the Prospectus, the concession figures appearing in the third paragraph under the caption “Commissions and ExpensesUnderwriting” in the Prospectus, and the first sentence of information contained in the second paragraph eighth through twelfth paragraphs concerning stabilization under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Shareholders and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, Selling Shareholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing and the Selling Shareholders by such Underwriter or the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Shareholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Shareholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each of the Selling Shareholders hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has have furnished to the Company and the Selling Shareholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth (A) as the first paragraph on page 3 of the Prospectus concerning stabilization by the Underwriters and (B) in the table in the first paragraph and as the second paragraph and as the last two paragraphs under the caption “Commissions and Expenses” "Underwriting" in the Prospectus; and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Underwriters confirm that such statements are correct. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Stockholders and each person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, Selling Stockholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing and the Selling Stockholders by such Underwriter or the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company and each of the Selling Stockholders, hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company and the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth (A) as the last two paragraphs on the inside front cover page of the Prospectus concerning stabilization and passive market making by the Underwriters and (B) in the table in the first paragraph and as the second, sixth and seventh paragraphs under the caption “Commissions and Expenses” "Underwriting" in the Prospectus; and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Underwriters confirm that such statements are correct. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to shall indemnify and hold harmless the Company, and its directorsagents, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any each director of the Company and all loss, liability, claim, damage and expense described in each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity contained in Section 9(a), as incurredfrom the Company to each Underwriter, but only with respect to insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), in reliance upon on and in conformity with information relating Underwriter Information. This indemnity will be in addition to such any liability that each Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use thereinmight otherwise have. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Preliminary Prospectus, any free writing prospectus, any Section 5(d) Written Communication the Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing) are the statements set forth in the first paragraph third, twelfth, thirteenth and fourteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement to the contrary, including this Section 9, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Stockholders and each person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, Selling Stockholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing and the Selling Stockholders by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company and each of the Selling Stockholders, hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company and the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth (A) as the last two paragraphs on the inside front cover page of the Prospectus concerning stabilization and passive market making by the Underwriters and (B) in the table in the first paragraph and in the second, sixth, seventh, eighth, and ninth paragraphs under the caption “Commissions and Expenses” "Underwriting" in the Prospectus; and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Underwriters confirm that such statements are correct. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon (i) any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any preliminary prospectus, the Time of Sale any Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Underwriters, through the Representatives, expressly for use therein; and to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, the Base Prospectus, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first third paragraph, the third sentence of the seventh paragraph and the eighth paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to the foregoingthereto), any Written Testing-the-Waters Communication or Marketing Materials in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus prospectus (or any amendment or supplement to thereto) or the foregoing) Prospectus are the statements set forth in the first fourteenth and fifteenth paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus preliminary prospectus and Prospectus (the “Underwriter Information”). Notwithstanding any other provision of this Agreement, including this Section 9, to the contrary, in no event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions received by it.

Indemnification of the Company, its Directors and Officers. Each Underwriter and Borrower agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, the Disclosure Package, any preliminary prospectus, the Time of Sale Prospectus, Prospectus or any free writing prospectus, any Section 5(d) Written Communication or the Issuer Free Writing Prospectus (or any amendment or supplement to any of the foregoing), or the Marketing Materials, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Disclosure Package, any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement to any of the foregoing), or the Marketing Materials in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such any Underwriter through the Representatives or Underwriters by the Borrowers expressly for use therein; and to reimburse the Company and each such director, officer or controlling person for any and all expenses (including the fees and disbursements of one firm of counsel and local counsel, as appropriate) as such expenses are reasonably incurred by the Company or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has and Borrowers have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectusDisclosure Package, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to thereto) or the foregoing) Marketing Materials are the statements set forth in the first paragraph second paragraph, the first, third, fourth, fifth, sixth and seventh sentences of the third paragraph, the fourth paragraph, the first, third, fourth, fifth, sixth and seventh sentences of the fifth paragraph, and the fourteenth and fifteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus preliminary prospectus and Prospectus (the “Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter Information”)or Borrower may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Stockholders and each person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, Selling Stockholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing and the Selling Stockholders by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements indemnity agreement set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” this Section 7(b) shall be in the Preliminary Prospectus and Prospectus (the “addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Stockholder and each person, if any, who controls the Company or the Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, the Selling Stockholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing and the Selling Stockholder by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer, the Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements indemnity agreement set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” this Section 7(b) shall be in the Preliminary Prospectus and Prospectus (the “addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Disclosure Package or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters through the Representatives expressly for use therein, and to reimburse the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the any Underwriter or Underwriters has furnished to the Company through the Representatives expressly for use in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Disclosure Package or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of (i) the second paragraph under the subsection “Price Stabilization, Short Positions” under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (ii) the first sentence under the subsection “Commissions and Discounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such the Underwriter or Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph ninth, tenth, eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (final prospectus supplement concerning stabilization by the “Underwriter. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement thereto) or any written materials prepared by the Company, or any information provided by the Company for use in any written materials, used during or in connection with any road show, or arises out of or is 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, in each case to the foregoing)extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or the Underwriters through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to thereto) or any written materials prepared by the foregoing) Company, or any information provided by the Company for use in any written materials, used during or in connection with any road show are the statements set forth in the first paragraph paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the “Underwriter Information”)several Underwriters may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its each of the Company’s directors, each officer of the Company Company’s officers and employees who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with information relating the Underwriter Information; and to reimburse the Company, or any such Underwriter director, officer, employee or controlling person for any legal and furnished to other expenses reasonably incurred by the Company Company, or any such director, officer, employee or controlling person in writing by connection with investigating, defending, settling, compromising or paying any such Underwriter loss, claim, damage, liability, expense or Underwriters expressly for use thereinaction. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements indemnity agreement set forth in the first paragraph under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” this Section 8(b) shall be in the Preliminary Prospectus and Prospectus (the “addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based (i) upon any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Statutory Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the person so indemnified) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth (A) in the table in the first paragraph under the caption “"Underwriting" in the Statutory Prospectus and the Prospectus; (B) in the first and second paragraphs in the section entitled "Public Offering Price, Commissions and Discounts and Offering Expenses” and the first sentence of the second paragraph " under the caption “Market Making, "Underwriting" in the Statutory Prospectus and the Prospectus; (C) in the section entitled "Stabilization and Other Transactions” Short Positions" under the caption "Underwriting" in the Preliminary Statutory Prospectus and the Prospectus; and (D) in the section entitled "Discretionary Accounts" under the caption "Underwriting" in the Statutory Prospectus (and the “Prospectus; and the Underwriters confirm that such statements are true and not misleading. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its each of the Company’s directors, each officer of the Company Company’s officers and employees who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer, employee or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the foregoingextent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters the Representative expressly for use therein; and to reimburse the Company, or any such director, officer, employee or controlling person for any legal and other expenses reasonably incurred by the Company, or any such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first table in the fourth paragraph, in the sixth paragraph and tenth, eleventh, twelfth and fourteenth paragraphs under the caption “Commissions and Expenses” and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsUnderwriting” in the Preliminary Prospectus and Prospectus (the “Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Stockholders and each person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, Selling Stockholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing and the Selling Stockholders by such Underwriter or Underwriters the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company and each of the Selling Stockholders, hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company and the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth [(A) as the last two paragraphs on the inside front cover page of the Prospectus concerning stabilization and passive market making by the Underwriters and (B) in the table in the first paragraph and as the second and seventh paragraphs under the caption “Commissions and Expenses” "Underwriting" in the Prospectus;] and the first sentence of the second paragraph under the caption “Market Making, Stabilization and Other Transactions” Underwriters confirm that such statements are correct. The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only with to which the Company, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto), or arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in reliance the Registration Statement, or any amendment thereto, including any information deemed to be part thereof pursuant to Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in conformity connection with information relating to investigating, defending, settling, compromising or paying any such Underwriter and furnished to the Company in writing by such Underwriter loss, claim, damage, liability, expense or Underwriters expressly for use thereinaction. The Company hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any free writing prospectus, any Section 5(d) Written Communication preliminary prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth in the first paragraph Prospectus and any preliminary prospectus in (A) the last sentence on the cover page relating to the expected delivery of the Securities to investors, (B) the third and fourth paragraphs under the caption “Commissions and ExpensesUnderwriting” and (C) the first sentence of the second paragraph two last sentences relating to Rule 2710 under the caption “Market Making, Stabilization Underwriting – Conflicts/Affiliates” and Other Transactions(D) the statements under the caption “Underwriting – Stabilization.” The indemnity agreement set forth in the Preliminary Prospectus and Prospectus (the “this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and each of its directors, each officer of the Company its officers who signed the Registration Statement Statement, the Selling Shareholders and each person, if any, who controls the Company or any Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, or any such director, officer, Selling Shareholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is 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, in each case to the extent, but only to the extent, that such untrue statement or omissions, alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto), in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing and the Selling Shareholders by such Underwriter or Underwriters ▇▇▇▇▇▇▇▇▇▇ Securities expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Shareholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer, Selling Shareholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company and each of the Selling Shareholders, hereby acknowledges that the only information that the Underwriter or Underwriters has have furnished to the Company and the Selling Shareholders expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the statements set forth (A) as the last two paragraphs on the inside front cover page of the Prospectus concerning stabilization and passive market making by the Underwriters and (B) in the table in the first paragraph under the caption “Commissions and Expenses” and the first sentence of as the second paragraph under the caption “Market Making, Stabilization and Other Transactions” "Underwriting" in the Preliminary Prospectus Prospectus; and Prospectus (the “Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Information”)may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, and its each of their directors, each officer of the Company who signed the Registration Statement officers and employees and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a)damage, liability or expense, as incurred, but only to which the Company, the Guarantors or any such director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect to thereof as contemplated below) arises out of or is based upon any untrue statements or omissions, or alleged untrue statements or omissions, made statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication Pricing Disclosure Package or the Prospectus (Final Offering Memorandum, or in any amendment or supplement thereto, or arises out of or is 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, in each case to the foregoing)extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission relating to such Initial Purchaser was made therein, in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters Initial Purchaser expressly for use therein; and to reimburse the Company, the Guarantors or any such director, officer, employee or controlling person for any legal and other expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, the Guarantors or any such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantors hereby acknowledges acknowledge that the only information that the Underwriter or Underwriters has Initial Purchasers have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectusPricing Disclosure Package, the Time of Sale Prospectus, any free writing prospectus, any Section 5(d) Written Communication or the Prospectus (Final Offering Memorandum or any amendment or supplement to thereto, as the foregoing) case may be, are the statements set forth (A) as the ninth paragraph on the inside front cover page of the Preliminary Offering Memorandum and the Final Offering Memorandum concerning stabilization by the Initial Purchasers and (B) in the first tenth paragraph under the caption “Commissions and Expenses” and the first sentence Plan of the second paragraph under the caption “Market Making, Stabilization and Other TransactionsDistribution” in the Preliminary Prospectus Offering Memorandum and Prospectus (the “Underwriter Information”)Final Offering Memorandum; and the Initial Purchasers severally confirm that such statements are correct.