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

Indemnification of the Company, its Directors and Officers. The Agent agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent expressly for use in such sections thereof; 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 indemnity agreement set forth in this Section 5(b) shall be in addition to any liabilities that the Agent may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue 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 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 extent, but 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, prospectus or the Prospectus (or any amendment or supplement thereto)) or any road show, in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue 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 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 extent, but 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, prospectus or the Prospectus (or any amendment or supplement thereto)) or any road show, in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent BAS expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization,” “Discretionary Accounts” and “Selling Restrictions” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 the Agentsuch Underwriter, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus Supplement (or any amendment amendments or supplement 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 the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, Company or any such directorof its respective directors, officer officers or controlling person persons for any legal and other expense reasonably incurred by the Company, or any such directorof its respective directors, officer officers or controlling person persons 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(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue 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 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 extent, but 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, prospectus or the Prospectus (or any amendment or supplement thereto)) or any road show, in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriters expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue 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 Prospectus 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 required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the 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 Prospectus 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Initial Purchasers have furnished to the Company expressly for use 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) are the statements set forth in Schedule C. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its 21 directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue 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 prepared by or on behalf of, or used by, the Prospectus Company in connection with the offer or sale of the Notes (or any amendment or supplement theretoto the foregoing), 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 in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the 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 Prospectus Company in connection with the offer or sale of the Notes (or any amendment or supplement theretoto the foregoing), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; 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 Initial Purchasers have furnished to the Company expressly for use 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) are the statements set forth in Schedule C. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 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 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, any Issuer Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriters, through the Representatives, expressly for use in such sections thereoftherein; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, the Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third paragraph, the third sentence of the seventh paragraph, and the eighth paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 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 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, any Issuer Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriters, through the Representatives, expressly for use in such sections thereoftherein; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, the Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third paragraph, the third sentence of the seventh paragraph, and the eighth paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent Initial Purchaser agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue 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 Prospectus 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 required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the 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 Prospectus 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent MLPFS expressly for use in such sections thereoftherein; 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 Initial Purchaser has furnished to the Company expressly for use 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) are the statements set forth in Schedule B. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its managers, officers who signed the Registration Statement and employees and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, from and against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer manager, 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 the Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained 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), ) 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer manager, officer, employee or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer 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 Underwriters have furnished to the Company expressly for use 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) are the statements set forth in the subsection “Price Stabliziation and Short Positions” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or 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, 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 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 prospectusPreliminary 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show are the information appearing in the table in the first paragraph under the caption “Underwriting” in the Prospectus relating to the principal amount of Securities to be purchased by each Underwriter, the percentage appearing in the fourth paragraph under the caption “Underwriting” in the Prospectus relating to securities dealer discounts and the information contained in the eighth paragraph under the caption “Underwriting” in the Prospectus relating to stabilization activities. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its the Company’s directors, each of its the Company’s officers and employees who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and other expense expenses reasonably incurred by the Company, or any such director, officer 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the fourth paragraph, in the sixth paragraph and tenth, eleventh and twelfth paragraphs under the caption “Underwriting” in the preliminary prospectus and the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, 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 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 Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by such Underwriter through the Agent Representatives expressly for use in such sections thereoftherein; 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 furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) 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 subsection entitled “Commissions and Discounts” and the third sentence under the subsection entitled “New Issue of Notes” each as set forth in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any preliminary prospectus amendment thereto) or the 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 extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriter through the Representative expressly for use in such sections thereof; therein, and to reimburse the Company, Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, 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 any Underwriter has furnished to the Company through the Representative expressly for use in the Registration Statement (or any amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in (i) the second and third sentences of the third paragraph under the caption “Underwriting” in the Prospectus and (ii) the seventh paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Each Selling Agent agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (Statement or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) 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, but 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, prospectus supplement or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Selling Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent expressly for use in such sections thereofInformation; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, 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 Selling Agent Information consists of the statements set forth in (w) the eleventh and twelfth paragraphs under the caption “Supplemental Plan of Distribution” in the 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 (z) any other statements agreed by the Company and the Selling Agents in the applicable Written Terms Agreement. The indemnity agreement set forth in this Section 5(b7(b) shall be in addition to any liabilities that the Agent Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)) or 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 extent, but 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, 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) 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 “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or Preliminary Prospectus, 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 extent, but 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 prospectusPreliminary 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-FWP Road Show are the 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 “Underwriting” in the Prospectus relating to securities dealer discounts, and the information contained in the seventh paragraph under the caption “Underwriting” in the Prospectus relating to stabilization activities. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent Underwriter agrees to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, each of its their directors, each of its 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriter expressly for use in such sections thereoftherein; 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 has furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third, eighth, and tenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue 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, any Supplemental Offering Materials, or any 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 required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectusIssuer Written Information, any Supplemental Offering Materials, or any 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), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by or on behalf of the Agent Representative expressly for use in such sections thereoftherein; 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 Initial Purchasers have furnished to the Company expressly for use 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) are the statements set forth in Schedule C. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue 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 Prospectus Company in connection with the offer or sale of the Debentures (or any amendment or supplement theretoto the foregoing), 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 in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the 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 Prospectus Company in connection with the offer or sale of the Debentures (or any amendment or supplement theretoto the foregoing), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Initial Purchasers have furnished to the Company expressly for use 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) are the statements set forth in Schedule C. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent Underwriter agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriter expressly for use in such sections thereoftherein; 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 has furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the ninth, tenth, eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the final prospectus supplement concerning stabilization by the Underwriter. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or 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, but 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 Term Sheet or any Non-FWP Road Show, in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-FWP Road Show is the 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 “Underwriting” in the Prospectus, and the information contained in the eighth through twelfth paragraphs concerning stabilization under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees and agents, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer officer, employee, agent 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus the 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 required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectusPreliminary Offering Memorandum, the Prospectus Final Offering Memorandum or the Disclosure Package (or any amendment or supplement theretoto the foregoing), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, employee, agent or controlling person for any legal and other expense all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, or any such director, officer 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 Initial Purchasers have furnished to the Company expressly for use in the Preliminary Offering Memorandum, the Final Offering Memorandum or the Disclosure Package (or any amendment or supplement to the foregoing) are the statements set forth in Schedule B hereto. The indemnity agreement set forth in this Section 5(b9(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent Underwriter agrees to indemnify and hold harmless (i) the Company, each of its directors, each of 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 ActAct and (ii) each director of the Company, and each officer of the Company who signs the Registration Statement, against any losslosses, claimclaims, damage, liability damages or expense, as incurred, liabilities to which the Company, or any such director, officer or controlling person party may become subject, under the Securities Act, the Exchange Act, 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)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, any preliminary prospectus the Time of Sale Prospectus or the Prospectus (Prospectus, or any amendment or supplement thereto), or arises arise out of or is 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 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 the Underwriter Information and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in 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 the Underwriter hereunder. The Company hereby acknowledges that the only information that the Underwriter 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 or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by foregoing) are the Agent expressly for use in such sections thereof; 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 indemnity agreement statements set forth in this Section 5(b) shall be the first sentence of the third paragraph under the caption “Underwriting,” the first two sentences of the first paragraph under the caption “Underwriting—Commission and Expenses” and the first sentence of the first paragraph under the caption “Underwriting—Stabilization”, in addition to any liabilities that each case under the Agent may otherwise havecaption “Underwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter Information”).

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or Issuer Free Writing Prospectus, any Preliminary Prospectus, 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 extent, but 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 prospectusIssuer 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriters through the Representative expressly for use in such sections thereoftherein; 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 indemnity agreement Company hereby acknowledges that the only information that the Representative, no behalf of the Underwriters, has furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are the statements set forth (i) in this Section 5(b) shall be in addition to any liabilities that the Agent may otherwise have.third paragraph under the caption

Indemnification of the Company, its Directors and Officers. The Agent Underwriter agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus 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 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 preliminary prospectusIssuer 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriter expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer 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 has furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are the statements set forth in the eighth through and including the twelfth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b9(b) shall be in addition to any liabilities that the Agent Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 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 therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectussuch Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by any Underwriter through the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the fourth paragraph concerning the terms of the offering by the Underwriters and the fifteenth, sixteenth and seventeenth paragraphs concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters, each under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or 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, 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 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 prospectusPreliminary 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show are the information appearing in the table in the first paragraph under the caption “Underwriting” in the Prospectus relating to the principal amount of Securities to be purchased by each Underwriter, the percentage appearing in the third paragraph under the caption “Underwriting” in the Prospectus relating to securities dealer discounts and the information contained in the seventh paragraph under the caption “Underwriting” in the Prospectus relating to stabilization activities. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its the Company’s directors, each of its the Company’s officers and employees who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and other expense expenses reasonably incurred by the Company, or any such director, officer 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are (i) the 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 “Underwriting” and (ii) the statements set forth in the table in the fourth paragraph, in the sixth paragraph and tenth, eleventh and twelfth paragraphs under the caption “Underwriting” in the preliminary prospectus and the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue 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 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 extent, but 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, 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent BAS expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus prospectus, the 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 extent, but 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and in the third (solely with respect to the first three sentences of such paragraph), eighth, ninth, tenth, eleventh, twelfth, thirteenth (solely with respect to the first sentence of such paragraph), and sixteenth (solely with respect to the first and last sentences of such paragraph) paragraphs under the caption “Underwriting” in the Statutory Prospectus and the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, the Selling Shareholders and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 Agentsuch Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company and the Selling Shareholders by the Agent Underwriters expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, Selling Shareholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer 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 acknowledge that the only information that the Underwriters have furnished to the Company and the Selling Shareholders expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) 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 "Underwriting" in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agentsuch Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company and the Selling Stockholders by the Agent Underwriters expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and each of the Selling Stockholders, hereby acknowledges that the only information that the Underwriters have furnished to the Company and the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) 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 "Underwriting" in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agentsuch Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and each of the Selling Stockholders hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) 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 "Underwriting" in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Guarantor, each of its directors, each of its officers who signed the Registration Statement their respective directors and each person, if any, who controls the Company or the Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, the Guarantor, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus Issuer Free Writing Document, the Disclosure Package or the Prospectus Offering Memorandum (or any amendment or supplement theretoto any of the foregoing), 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 and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectusIssuer Free Writing Document, the Prospectus Disclosure Package or the Offering Memorandum (or any amendment or supplement theretoto any of the foregoing), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by such Initial Purchaser through the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the CompanyCompany or the Guarantor, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the CompanyCompany 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 acknowledge that the only information that the Initial Purchasers have furnished to the Company and the Guarantor expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the sixth paragraph and the first and second sentences of the tenth paragraph under the caption of “Plan of Distribution” in the Offering Memorandum. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue 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 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 extent, but 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, prospectus or the Prospectus (or any amendment or supplement thereto)) or any road show, in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriters through the Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary 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 are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent several Underwriters may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, each of its their directors, each of its 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Notes Guarantor, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by such Underwriter directly or through the Agent Representatives expressly for use in such sections thereoftherein; 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 acknowledge that the only information that the Underwriters have furnished to the Company and the Notes Guarantors expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) 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 “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Guarantor, each of its their respective directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, the Guarantor, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus Issuer Free Writing Document, the Disclosure Package or the Prospectus Offering Memorandum (or any amendment or supplement theretoto any of the foregoing), 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 and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectusIssuer Free Writing Document, the Prospectus Disclosure Package or the Offering Memorandum (or any amendment or supplement theretoto any of the foregoing), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by such Initial Purchaser through the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the CompanyCompany or the Guarantor, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the CompanyCompany 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 acknowledge that the only information that the Initial Purchasers have furnished to the Company and the Guarantor expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the sixth paragraph under the caption of “Plan of Distribution” in the Offering Memorandum, and in the first sentence of the second paragraph under the caption of “Plan of Distribution - Other Relationships” in the Offering Memorandum. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its the Company’s directors, each of its the Company’s officers and employees who signed the Registration Statement and each person, if any, who controls the Company within the meaning of under the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus Issuer Free Writing Prospectus, any 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 extent, but 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 prospectusIssuer 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent expressly for use in such sections thereofUnderwriter Information; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and other expense expenses reasonably incurred by the Company, or any such director, officer officer, employee 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(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agentsuch Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company and the Selling Stockholders by the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and each of the Selling Stockholders, hereby acknowledges that the only information that the Underwriters have furnished to the Company and the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) 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 "Underwriting" in the Prospectus;] and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth (A) in the table in the first paragraph, (B) in the third paragraph, and (C) in the sections entitled “Stabilization,” “Discretionary Accounts” and “Online Offering” each under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent Initial Purchaser agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees, agents and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer officer, employee, agent 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue 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 Prospectus Company in connection with the offer or sale of the Notes (or any amendment or supplement thereto), to the foregoing) 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 in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the 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 Prospectus Company in connection with the offer or sale of the Notes (or any amendment or supplement theretoto the foregoing), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Initial Purchaser expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, employee, agent or controlling person for any legal and other expense all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, or any such director, officer 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 Initial Purchaser has furnished to the Company expressly for use 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), are the statements set forth in Schedule B. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 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 therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectussuch Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by any Underwriter through the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third paragraph, the third sentence of the sixth paragraph and the seventh paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b6(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)) or 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 extent, but 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, 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are the table in the first paragraph and the statements concerning stabilization, syndicate covering transactions and penalty bids under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus 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 required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectusPreliminary Offering Memorandum, the Prospectus Final Offering Memorandum (or any amendment or supplement thereto)) or the Disclosure Package, in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Initial Purchasers have furnished to the Company expressly for use in the Preliminary Offering Memorandum, the Final Offering Memorandum (or any amendment or supplement thereto) or the Disclosure Package are the statements set forth in Schedule C. The indemnity agreement set forth in this Section 5(b11(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, the information contained in the Final Term Sheet, 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use 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) are the statements set forth in (i) the second paragraph under the subsection “Price Stabilization and Short Positions” under the caption “Underwriting” in the Prospectus and (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 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue 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 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 extent, but 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, prospectus or the Prospectus (or any amendment or supplement thereto)) or any road show, in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent BAS expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Each Selling Agent agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (Statement or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) 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, but 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, prospectus supplement or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Selling Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent expressly for use in such sections thereofInformation; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, 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 Selling Agent Information consists of the statements set forth in (w) the eleventh and twelfth paragraphs under the caption “Supplemental Plan of Distribution (Conflicts of Interest)” in the 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 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 5(b7(b) shall be in addition to any liabilities that the Agent Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agentsuch Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company and the Selling Stockholders by the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and each of the Selling Stockholders, hereby acknowledges that the only information that the Underwriters have furnished to the Company and the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) 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 "Underwriting" in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, each of its their directors, each of its 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Notes Guarantor, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by such Underwriter directly or through the Agent Representatives expressly for use in such sections thereoftherein; 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 acknowledge that the only information that the Underwriters have furnished to the Company and the Notes Guarantors expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) 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 “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Each Selling Agent agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (Statement or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) 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, but 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, prospectus supplement or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Selling Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent expressly for use in such sections thereofInformation; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, 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 Selling Agent Information consists of the statements set forth in (w) the ninth, eleventh, twelfth and thirteenth paragraphs under the caption “Supplemental Plan of Distribution (Conflicts of Interest)” in the 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 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 5(b9(b) shall be in addition to any liabilities that the Agent Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 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 therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectussuch Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by any Underwriter through the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third paragraph, the third sentence of the seventh paragraph and the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Prospectus. The indemnity agreement set forth in this Section 5(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent Underwriter agrees to indemnify and hold harmless the Company, each of its directors, each of 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company and the Selling Shareholders by the Agent Underwriter expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, Selling Shareholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer 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 indemnity agreement set forth in this Section 5(b8(c) shall be in addition to any liabilities that the Agent Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth under the caption “Underwriting” in the Prospectus concerning stabilization and passive market making by the Underwriters; the indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)) or 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 extent, but 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, 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriter expressly for use in such sections thereoftherein; 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 has furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) 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 “Underwriting” in the Prospectus (collectively, the “Underwriter Content”). The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees [and the Selling Stockholder]. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agentsuch Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company [or the Selling Stockholder] by the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, [Selling Stockholder] or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer officer, [Selling Stockholder] or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company [and the Selling Stockholder], hereby acknowledges that the only information that the Underwriters have furnished to the Company [and the Selling Stockholder] expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and as the third, sixth, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(c) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Guarantor, each of its their respective directors, each of its their respective officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, the information contained in the Final Term Sheet, 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent BAS expressly for use in such sections thereoftherein; and to reimburse the CompanyCompany or the Guarantor, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the CompanyCompany 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 indemnity agreement Company and the Guarantors hereby acknowledge that the only information that the Underwriters have furnished to the Company and Guarantor expressly for use 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) are the statements set forth in this Section 5(b) shall be the sixth, seventh and eighth paragraphs under the caption of “Underwriting” in addition to any liabilities that the Agent may otherwise have.prospectus sup-

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, 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 to state therein therefrom of 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 ; or (ii) upon any untrue statement or alleged untrue statement or omission or alleged omission was made of a material fact contained in the Registration Statementany Issuer Free Writing Prospectus, any preliminary prospectus, prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in reliance upon and in conformity with written information about order to make the Agent included under "Plan of Distribution" statements therein, in the Registration Statementlight of the circumstances under which they were made, preliminary prospectus or Prospectus and furnished to the Company by the Agent expressly for use in such sections thereof; 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 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the 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 “Underwriting” (C) the two last sentences relating to Rule 2710 under the caption “Underwriting – Conflicts/Affiliates” and (D) the statements under the caption “Underwriting – Stabilization.” The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any preliminary prospectus amendment thereto) or the 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 extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriter through the Representatives expressly for use in such sections thereof; therein, and to reimburse the Company, Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, 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 any Underwriter has furnished to the Company through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in (i) the first and second sentences of the third paragraph under the caption “Underwriting” in the Prospectus and (ii) the seventh paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agentsuch Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company and the Selling Stockholders by the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and each of the Selling Stockholders, hereby acknowledges that the only information that the Representatives or the Underwriters have furnished to the Company and the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the information set forth in the table in the first 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 "Underwriting" in the Prospectus; and the Underwriters confirm that such information is correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus the Disclosure Package or the Prospectus Final Offering Memorandum (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 in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectusPreliminary Offering Memorandum, the Prospectus Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Initial Purchasers have furnished to the Company expressly for use in the Preliminary Offering Memorandum, the Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in Schedule E. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 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 therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectussuch Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by any Underwriter through the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the fourth paragraph concerning the terms of the offering by the Underwriters and the sixteenth and seventeenth paragraphs concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters, each under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Disclosure Package Issuer FWP, 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 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 Disclosure Package Issuer FWP, any preliminary prospectus, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Disclosure Package Issuer FWP, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in (i) the last sentence of the fourth paragraph on the cover page of the Prospectus and (ii) the table in the first paragraph under the caption “Underwriting”, the third paragraph under the caption “Underwriting” and the statements under the caption “Underwriting—Stabilization” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Registration StatementFinal Term Sheet, any preliminary prospectus the Preliminary Offering Memorandum or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectusIssuer Free Writing Prospectus, the Prospectus Final Term Sheet, the Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense all expenses (including the fees and disbursements of counsel chosen by the Company) 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 Initial Purchasers have furnished to the Company expressly for use in any Issuer Free Writing Prospectus, the Final Term Sheet, the Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in Schedule B. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Dealer Manager agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of 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 loss, claim, damage, liability or expense, as incurred, 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 Agentsuch Dealer Manager), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus 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 alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Dealer Managers expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense 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 Dealer Managers have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth under the caption "Plan of Distribution" in the Prospectus in the first three sentences of the paragraph relating to possible stabilizing transactions and the last sentence of the last paragraph; and the Dealer Managers confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Dealer Manager may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue 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 Prospectus 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 required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the 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 Prospectus 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent BAS expressly for use in such sections thereoftherein; 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 Initial Purchasers have furnished to the Company expressly for use 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) are the statements set forth in Schedule C. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Guarantors, each of its their respective directors, each of its their respective officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantors within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, the information contained in the Final Term Sheet, 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by such Underwriter through the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the CompanyCompany or the Guarantors, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the CompanyCompany or the Guarantors, 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 acknowledge that the only information that the Underwriters have furnished to the Company and Guarantors through the Representative expressly for use 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) are the statements set forth in the first and second sentence of the fourth paragraph, the first and second sentence of the eleventh paragraph, and the twelfth paragraph under the caption of “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in (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 “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Underwriter(s) agree to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statements and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 AgentUnderwriter(s)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration StatementStatements, 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 alleged untrue statement or omission or alleged omission was made in the Registration StatementStatements, any preliminary prospectus, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriter(s) expressly for use in such sections thereoftherein; 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(s) have furnished to the Company expressly for use in the Registration Statements or the Prospectus (or any amendment or supplement thereto) are the statements set forth as the [paragraph numbers will be inserted] paragraphs under the caption "Underwriting" in the Prospectus Supplement [if other information has been provided, it will be set forth here]; and the Underwriter(s) confirms that such statements are correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent Underwriter(s) may otherwise have.

Indemnification of the Company, its Directors and Officers. The Placement Agent agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and Statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or federal, 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)otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus 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 therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the such Prospectus Supplement (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Placement Agent expressly for use in such sections thereof; 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 indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Placement Agent may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth (i) in the table in the first paragraph under the caption “Underwriting” in the Prospectus, (ii) as the paragraph captioned “Underwriting(Discretionary Accounts” in the Prospectus and (iii) as the paragraphs captioned “Underwriting—Stabilization” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the names set forth in the table in the first paragraph and the statements set forth in the [ ] paragraphs concerning stabilization and other market transactions under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or 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, 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 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 prospectusPreliminary 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show are the information appearing in the table in the first paragraph under the caption “Underwriting” in the Prospectus relating to the principal amount of Securities to be purchased by each Underwriter, the percentage appearing in the third paragraph under the caption “Underwriting” in the Prospectus relating to securities dealer discounts and the information contained in the ninth paragraph under the caption “Underwriting” in the Prospectus relating to stabilization activities. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 Agentsuch Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus Offering Memorandum (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 therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Prospectus Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Initial Purchasers expressly for use in such sections thereoftherein; 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 settling or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Initial Purchasers have furnished to the Company expressly for use in the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in Schedule B. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, and each of its their directors, each of its officers who signed the Registration Statement and employees and each person, if any, who controls the Company or the Guarantors within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, the Guarantors or any such director, officer 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 the Agentsuch Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus 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 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 in the Registration Statement, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto)therein, in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent such Initial Purchaser expressly for use in such sections thereoftherein; and to reimburse the Company, the Guarantors or any such director, officer officer, employee or controlling person for any legal and other expense 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 officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement Company and the Guarantors hereby acknowledge that the only information that the Initial Purchasers have furnished to the Company expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto, as the 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 this Section 5(b) shall be the tenth paragraph under the caption “Plan of Distribution” in addition to any liabilities the Preliminary Offering Memorandum and the Final Offering Memorandum; and the Initial Purchasers severally confirm that the Agent may otherwise havesuch statements are correct.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, the Selling Stockholder and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agentsuch Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer officer, Selling Stockholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Selling Stockholder hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table after the first paragraph and in the second, sixth, seventh, eighth and ninth paragraphs under the caption "Underwriting" in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b) 8.2 shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)) or 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 extent, but 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, 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereofinclusion therein; and to reimburse the Company, or any such director, officer officer, or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer 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 Underwriters have furnished to the Company expressly for inclusion 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 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 [third] paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Each Selling Agent agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (Statement or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) 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, but 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, prospectus supplement or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Selling Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent expressly for use in such sections thereofInformation; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, 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 Selling Agent Information consists of the statements set forth in (w) the [twelfth and thirteenth] paragraphs under the caption “Supplemental Plan of Distribution (Conflicts of Interest)” in the 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 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 5(b7(b) shall be in addition to any liabilities that the Agent Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 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 therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectussuch Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by any Underwriter through the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third paragraph, the third sentence of the seventh paragraph and the eighth paragraph, each under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees to Underwriters, severally and not jointly, shall indemnify and hold harmless the Company, each of its affiliates, their respective officers, directors, each of its officers who signed the Registration Statement employees, representatives and agents, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, Act from and against any loss, claim, damagedamage or liability, liability joint or expenseseveral, as incurredor any action in respect thereof, to which the Company, Company or any such affiliate, director, officer officer, employee, representative, agent 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 thereof as contemplated below) action arises out of of, or is based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or Preliminary Prospectus, the Disclosure Package, the Prospectus (or in any amendment or supplement thereto), any Issuer Free Writing Prospectus or in any Blue Sky Application, or arises out of or is based upon (ii) the omission or alleged omission to state therein a in the Registration Statement, any Preliminary Prospectus, the Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any Blue Sky Application, any material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, 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 the written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent expressly Representative specifically for use inclusion therein, it being understood and agreed that the only such information furnished by the Underwriters consists of the information set forth in such sections thereof; paragraph (a) above, and to shall reimburse the Company, or Company and any such director, officer or controlling person promptly upon demand for any legal and or other expense expenses reasonably incurred by the Company, Company or any such affiliate, director, officer officer, employee, representative, agent or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending or preparing to defend against any such loss, claim, damage, liability, expense liability or actionaction as such expenses are incurred. The foregoing indemnity agreement set forth in this Section 5(b) shall be is in addition to any liabilities that liability which the Agent Underwriters may otherwise havehave to the Company or any such affiliate, director, officer, employee, representative, agent or controlling person.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, the Stockholders and each person, if any, who controls the Company or any Stockholder within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer officer, 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 the Agentsuch Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company and the Stockholders by the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, Stockholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer officer, Stockholder 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(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 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 therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectussuch Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by any Underwriter through the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the following statements set forth under the caption “Underwriting” in the Prospectus: (i) the fourth paragraph of text that begins with the phrase “The underwriters initially propose...”; the third and fourth sentences of the seventh paragraph of text that begins with the phrase “The notes are a new issue of securities...” ; and (iii) the eighth paragraph of text that begins with the phrase “In connection with the offering...”. The indemnity agreement set forth in this Section 5(b6(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Each Selling Agent agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (Statement or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) 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, but 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, prospectus supplement or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Selling Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent expressly for use in such sections thereofInformation; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, 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 Selling Agent Information consists of the statements set forth in (w) the [tenth, twelfth, thirteenth and fourteenth] paragraphs under the caption “Supplemental Plan of Distribution (Conflicts of Interest)” in the 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 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 5(b7(b) shall be in addition to any liabilities that the Agent Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any preliminary prospectus amendment thereto) or the 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 extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriter through the Representative expressly for use in such sections thereof; therein, and to reimburse the Company, Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, 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 any Underwriter has furnished to the Company through the Representative expressly for use in the Registration Statement (or any amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in (i) the second paragraph under the subsection “Price Stabilization and Short Positions” under the caption “Underwriting” in the Prospectus and (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 5(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Placement Agent agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer officer, or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or federal, 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 Placement Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus 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 therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the such Prospectus Supplement (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Placement Agent expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person 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(b7(b) shall be in addition to any liabilities that the Placement Agent may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees, agents, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus the 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 required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectusPreliminary Offering Memorandum, the Prospectus Final Offering Memorandum or the Disclosure Package (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, employee, agent or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer 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 Initial Purchasers have furnished to the Company expressly for use in the Preliminary Offering Memorandum, the Final Offering Memorandum or the Disclosure Package (or any amendment or supplement thereto) are the statements set forth in Schedule B hereto. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, each of its their directors, each of its 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Notes Guarantor 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus Issuer Free Writing Prospectus, 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 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 prospectusIssuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by such Underwriter directly or through the Agent Representatives expressly for use in such sections thereoftherein; 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 acknowledge that the only information that the Underwriters have furnished to the Company and the Notes Guarantors expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) 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 “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue 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 Prospectus 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 required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration StatementPreliminary Offering Memorandum, the 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 Prospectus 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent BAS expressly for use in such sections thereoftherein; 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 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 Initial Purchasers have furnished to the Company expressly for use 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) are the statements set forth in the sixth paragraph and the second and third sentences of the ninth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 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 therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectussuch Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by any Underwriter through the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the fourth paragraph concerning the terms of the offering by the Underwriters and the seventeenth, eighteenth and nineteenth paragraphs concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters, each under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or 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 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, prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the section entitled “Stabilization and Short Positions” concerning stabilization transactions by the Underwriters and in the section entitled “Commissions and Expenses” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any preliminary prospectus amendment thereto) or the 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 extent, but and only to the extent, that -------------------------- ---------------------- such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, Statement (or any preliminary prospectus, amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Underwriter through the Representatives expressly for use in such sections thereof; therein, and to reimburse the Company, Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, 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 any Underwriter has furnished to the Company through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in (i) the second and third sentences of the third paragraph under the caption “Underwriting” in the Prospectus, (ii) the third sentence of the seventh paragraph under the caption “Underwriting” in the prospectus and (iii) the eighth and ninth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 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 therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectussuch Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by any Underwriter through the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third paragraph and the seventh paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 5(b6(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agentsuch Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company and the Selling Stockholders by the Agent Representatives expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer 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. Each of the Company and each of the Selling Stockholders, hereby acknowledges that the only information that the Underwriters have furnished to the Company and the Selling Stockholders expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) 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 and as the second paragraph and as the last paragraph under the caption "Underwriting" in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its the Company’s directors, each of its the Company’s officers and employees who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus Issuer Free Writing Prospectus, 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 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 prospectusIssuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent expressly for use in such sections thereofUnderwriter Information; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and other expense expenses reasonably incurred by the Company, or any such director, officer officer, employee 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(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its the Company’s directors, each of its the Company’s officers and employees who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 the Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus Issuer Free Writing Prospectus, 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 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 prospectusIssuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and other expense expenses reasonably incurred by the Company, or any such director, officer 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the fourth paragraph, in the sixth paragraph and tenth, eleventh, twelfth and fourteenth paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees, agents, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer officer, employee, agent 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus the 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 required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but 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 prospectusPreliminary Offering Memorandum, the Prospectus Final Offering Memorandum or the Disclosure Package (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representative expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, employee, agent or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer 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 Initial Purchasers have furnished to the Company expressly for use in the Preliminary Offering Memorandum, the Final Offering Memorandum or the Disclosure Package (or any amendment or supplement thereto) are the statements set forth in Schedule B hereto. The indemnity agreement set forth in this Section 5(bSECTION 8(b) shall be in addition to any liabilities that the Agent each Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Manager, Forward Purchaser and Forward Seller agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each other person, if any, who controls the Company within the meaning of the Securities Act or the Exchange ActAct and the respective rules and regulations of the Commission thereunder, against any loss, claim, damage, liability or expense, as incurred, 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 thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration 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 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 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, but 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 Prospectus, any preliminary prospectus, Permitted Free Writing Prospectus or the Prospectus General Disclosure Package (or any amendment or supplement thereto), in reliance upon and in conformity with written information about the Agent included under "Plan of Distribution" furnished in the Registration Statement, preliminary prospectus or Prospectus and furnished writing to the Company by the Agent any Manager, Forward Purchaser or Forward Seller expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer or controlling person for any legal and other expense all expenses (including the reasonable fees and disbursements of counsel chosen by the Company) 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 Managers, Forward Purchasers and Forward Sellers have furnished to the Company in writing expressly for use in the Registration Statement, the Prospectus, the Prospectus Supplement (including any Interim Prospectus Supplement), the General Disclosure Package, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or any amendment or supplement thereto are the Managers’, the Forward Purchasers’ or the Forward Sellers’ names on the cover of the Prospectus Supplement. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Manager, Forward Purchaser and Forward Seller may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer 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 Agentsuch Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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 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 written information about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company and the Selling Shareholders by the Agent ▇▇▇▇▇▇▇▇▇▇ Securities expressly for use in such sections thereoftherein; and to reimburse the Company, or any such director, officer officer, Selling Shareholder or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer officer, Selling Shareholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and each of the Selling Shareholders, hereby acknowledges that the only information that the Underwriters have furnished to the Company and the Selling Shareholders expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) 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 paragraph under the caption "Underwriting" in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, 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 thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)) or 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 extent, but 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, 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 about the Agent included under "Plan of Distribution" in the Registration Statement, preliminary prospectus or Prospectus and furnished to the Company by the Agent Representatives expressly for use in such sections thereoftherein; 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 Underwriters have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are the statements set forth in the third, fifth, seventh, eighth, ninth, tenth, eleventh and twelfth paragraphs and the first sentence of the twenty-ninth paragraph under the caption "Underwriting" in the Prospectus. The indemnity agreement set forth in this Section 5(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.