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

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The 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 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, and 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 prospectus, 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 Underwriters Agent expressly for use thereinin such sections thereof; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 8(b5(b) shall be in addition to any liabilities that each Underwriter the Agent may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 “Discretionary AccountsSelling Restrictions” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 any road show, 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, 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, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriters, through the Representatives, expressly for use therein; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization” third paragraph, the third sentence of the seventh paragraph, and “Discretionary Accounts” the eighth paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 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, 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) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriter through the Representative expressly for use therein; , and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 any Underwriter has furnished to the Company through the Representative expressly for use 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 any road show are the statements set forth in (i) the paragraphs entitled second and third sentences of the third paragraph under the caption “StabilizationUnderwriting” in the Prospectus and “Discretionary Accounts” (ii) the seventh paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The 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, 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 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, 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) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters MLPFS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses other expense (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personCompany) 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 Initial Purchaser has furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus Issuer Written Information or any other written information used by or on behalf of the Prospectus Company in connection with the offer or sale of the Notes (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. Schedule B. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter the Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer manager, officer, employee or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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) or any road show are the statements set forth in the paragraphs entitled subsection “Stabilization” Price Stabliziation and “Discretionary AccountsShort Positions” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Selling Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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 supplement or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use thereinSelling Agent Information; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are Selling Agent Information consists of the statements set forth in (w) the eleventh and twelfth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “UnderwritingSupplemental 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 8(b7(b) shall be in addition to any liabilities that each Underwriter the Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and all other 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 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) or any road show are the statements set forth in the table in the fourth paragraph, in the sixth paragraph and tenth, eleventh and twelfth paragraphs entitled “Stabilization” and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 any road show, 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, and 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 Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show 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 in the paragraphs entitled “Stabilization” and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 road showNon-FWP Road Show, or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made 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 road showNon-FWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show are the statements set forth information appearing in the paragraphs entitled “Stabilization” and “Discretionary Accounts” table in the first paragraph under the caption “Underwriting” in the ProspectusProspectus 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter 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, 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 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 therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration 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 any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus Issuer Written Information or any other written information used by or on behalf of the Prospectus Company in connection with the offer or sale of the Notes (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. Schedule C. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriters, through the Representatives, expressly for use therein; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization” third paragraph, the third sentence of the seventh paragraph, and “Discretionary Accounts” the eighth paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 thereto) or any road showto 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, 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 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 thereto) or any road showto the foregoing), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus Issuer Written Information or any other written information 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 any road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. Schedule C. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road showNon-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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road showNon-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 road show 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 paragraphs entitled “Stabilization” Prospectus concerning stabilization by the Underwriters and “Discretionary Accounts” (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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 road showNon-FWP Road Show, or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto) ), the Disclosure Package or any road showNon-FWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show Non-FWP Road Show are the statements set forth information appearing in the paragraphs entitled “Stabilization” and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter and Borrower 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, Company or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Disclosure Package, any preliminary prospectus prospectus, the Prospectus or the any Issuer Free Writing Prospectus (or any amendment or supplement thereto) or to any road showof the foregoing), or arises out of the Marketing Materials, or is based upon the omission or alleged omission to state therein therefrom of 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, and but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Disclosure Package, any preliminary prospectus prospectus, the Prospectus or the any Issuer Free Writing Prospectus (or any amendment or supplement thereto) to any of the foregoing), or any road show, the Marketing Materials in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriters Representatives or by the Borrowers expressly for use therein; and to reimburse the Company, or any Company and each such director, officer or controlling person for any and all expenses (including the fees and disbursements of one firm of counsel chosen by the Company or any such directorand local counsel, officer or controlling personas appropriate) as such expenses are 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 and Borrowers have furnished to the Company expressly for use in the Registration StatementDisclosure Package, any the preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show the Marketing Materials are the statements set forth in the second paragraph, the first, third, fourth, fifth, sixth and seventh sentences of the third paragraph, the fourth paragraph, the first, third, fourth, fifth, sixth and seventh sentences of the fifth paragraph, and the fourteenth and fifteenth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the preliminary prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter or Borrower may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 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 road show are the statements set forth in the third, eighth, and tenth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the 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 8(b) shall be in addition to any liabilities that each Underwriter the several Underwriters may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Shareholders by the Underwriters ▇▇▇▇▇▇▇▇▇▇ Securities expressly for use therein; and to reimburse the Company, or any such director, officer officer, Selling Shareholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 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) or any 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 paragraphs entitled “Stabilization” table in the first paragraph and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, 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 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 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Shareholders by the Underwriters Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer officer, Selling Shareholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 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 8(b8(c) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Selling Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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 supplement or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use thereinSelling Agent Information; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are Selling Agent Information consists of the statements set forth in (w) the eleventh and twelfth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “UnderwritingSupplemental 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 8(b7(b) shall be in addition to any liabilities that each Underwriter the Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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 such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personCompany) 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 Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show 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 entitled “Stabilization” concerning short sales, stabilizing transactions and “Discretionary Accounts” 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 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Selling Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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 supplement or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use thereinSelling Agent Information; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are Selling Agent Information consists of the statements set forth in (w) the [twelfth and thirteenth] paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “UnderwritingSupplemental 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 8(b7(b) shall be in addition to any liabilities that each Underwriter the Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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 such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personCompany) 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 Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization” third paragraph, the third sentence of the seventh paragraph and “Discretionary Accounts” the eighth paragraph, each under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agreesThe Underwriters, severally and not jointly, to 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, 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 road showBlue 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, and 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 or the Prospectus (or any amendment or supplement thereto) or any road show, in reliance upon and in conformity with the written information furnished to the Company by the Representative specifically for inclusion therein, it being understood and agreed that the only such information furnished by the Underwriters expressly for use therein; consists of the information set forth in paragraph (a) above, and to shall reimburse the Company, or Company and any such director, officer or controlling person promptly upon demand for any and all legal or other expenses (including the fees and disbursements of counsel chosen reasonably incurred by the Company or any such affiliate, director, officer or controlling person) as such expenses are reasonably incurred by the Companyofficer, or any such directoremployee, officer 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 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 foregoing indemnity agreement set forth in this Section 8(b) shall be is in addition to any liabilities that each Underwriter liability which the 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. Each The Underwriter agrees, severally and not jointly, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 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 road show are the statements set forth in the ninth, tenth, eleventh, twelfth, thirteenth and fourteenth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectusfinal prospectus supplement concerning stabilization by the Underwriter. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Stockholders by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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. The 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) or any 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 second and seventh paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “"Underwriting” " in the Prospectus;] and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Selling Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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 supplement or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use thereinSelling Agent Information; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are Selling Agent Information consists of the statements set forth in (w) the [tenth, twelfth, thirteenth and fourteenth] paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “UnderwritingSupplemental 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 8(b7(b) shall be in addition to any liabilities that each Underwriter the Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Stockholders by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Each of the Company and each of the Selling Stockholders, hereby acknowledges that the only information that the 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) or any road show 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 paragraphs entitled “Stabilization” table in the first paragraph and “Discretionary Accounts” 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 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The 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, 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 theretoto the foregoing) 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 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, 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) or any road showto the foregoing), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Initial Purchaser expressly for use therein; and to reimburse the Company, or any such director, officer officer, employee, agent or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personcounsel) 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 Underwriters have Initial Purchaser has furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus Issuer Written Information or any other written information used by or on behalf of the Prospectus Company in connection with the offer or sale of the Notes (or any amendment or supplement thereto) or any road show to the foregoing), are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. Schedule B. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. [and the Selling Stockholder]. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company [or the Selling Stockholder] by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, [Selling Stockholder] or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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. The 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) or any road show are the statements set forth in the table in the first paragraph and as the third, sixth, twelfth and thirteenth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b8(c) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 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, 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) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriter through the Representatives expressly for use therein; , and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 any Underwriter has furnished to the Company through the Representatives expressly for use 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 any road show 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 entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriters Representative expressly for use therein; and to reimburse the CompanyCompany or the Guarantors, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen other expense reasonably incurred by the Company or any such director, officer or controlling person) as such expenses are reasonably incurred by the CompanyGuarantors, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantors hereby acknowledges acknowledge that the only information that the 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) or any road show are the statements set forth in the paragraphs entitled “Stabilization” first and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Stockholders by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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. The 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) or any road show are the statements 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 entitled “Stabilization” and “Discretionary Accounts” under the caption “"Underwriting” " in the Prospectus; and the Underwriters confirm that such information is correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter 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, 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 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 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, 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, 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 any road show), in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus Issuer Written Information, 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 any road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. Schedule C. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 thereto) or any road showto 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, 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 thereto) or any road showto the foregoing), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus Issuer Written Information or any other written information used by or on behalf of the Prospectus Company in connection with the offer or sale of the Debentures (or any amendment or supplement theretoto the foregoing) or any road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. Schedule C. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 road show are the statements set forth in (A) the paragraphs entitled table in the first paragraph, (B) the first four sentences of the third paragraph (C) the subsection “Stabilization” and ”, (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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by such Underwriter directly or through the Underwriters Representatives expressly for use therein; and to reimburse the Company, any Notes Guarantor or any such director, officer or controlling person for any legal and 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 other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Notes Guarantors hereby acknowledges acknowledge that the only information that the 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) or any road show are consists of the statements set forth in the paragraphs entitled “Stabilization” table in the first paragraph and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Selling Agent 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, 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 any road show, 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, 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 supplement or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use thereinSelling Agent Information; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are Selling Agent Information consists of the statements set forth in (w) the ninth, eleventh, twelfth and thirteenth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “UnderwritingSupplemental 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 8(b9(b) shall be in addition to any liabilities that each Underwriter the Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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 such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personCompany) 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 Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization” third paragraph, the third sentence of the seventh paragraph and “Discretionary Accounts” the eighth paragraph under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Placement Agent agrees to indemnify and hold harmless the Company, 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 Act, the Exchange Act, or other 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 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 therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, and 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 such Prospectus Supplement (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Placement Agent expressly for use therein; and to reimburse the Company, or any such director, officer officer, or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 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 8(b7(b) shall be in addition to any liabilities that each Underwriter the Placement Agent may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 road show are the statements set forth (A) in the paragraphs table in the first paragraph, (B) in the third paragraph, and (C) in the sections entitled “Stabilization,” and “Discretionary Accounts” and “Online Offering” each under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Stockholders by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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. The 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) or any 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 in the second, sixth, seventh, eighth, and ninth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “"Underwriting” " in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road showNon-FWP Road Show, or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus (or any amendment or supplement thereto) ), the Term Sheet or any road showNon-FWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Non-FWP Road Show is the statements set forth information appearing in the table in the first paragraph, under the caption “Underwriting” in the Prospectus, the concession figures appearing in the third paragraph under the caption “Underwriting” in the Prospectus, and the information contained in the eighth through twelfth paragraphs entitled “Stabilization” and “Discretionary Accounts” concerning stabilization under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road showNon-FWP Road Show, or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made 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 road showNon-FWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show are the statements set forth information appearing in the paragraphs entitled “Stabilization” and “Discretionary Accounts” table in the first paragraph under the caption “Underwriting” in the ProspectusProspectus 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Shareholders by the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer officer, Selling Shareholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 acknowledges 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) or any road show 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 entitled “Stabilization” and “Discretionary Accounts” under the caption “"Underwriting” " in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Stockholders by the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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. The 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) or any 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 second, sixth and seventh paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “"Underwriting” " in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. The Prospectus concerning stabilization and passive market making by the Underwriters; the indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 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, 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) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriter through the Representative expressly for use therein; , and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 any Underwriter has furnished to the Company through the Representative expressly for use 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 any road show are the statements set forth in (i) the paragraphs entitled second paragraph under the subsection “StabilizationPrice Stabilization and Short Positions” under the caption “Underwriting” in the Prospectus and (ii) the first sentence under the subsection “Discretionary AccountsCommissions and Discounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show), 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made 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 any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personCompany) 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 Initial Purchasers have furnished to the Company expressly for use 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 any road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. Schedule B. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 road show are the statements set forth in the paragraphs section entitled “StabilizationStabilization and Short Positions” concerning stabilization transactions by the Underwriters and in the section entitled “Discretionary AccountsCommissions and Expenses” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made 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 road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use thereinUnderwriter Information; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and all other 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 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 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made 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 road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and all other 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 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 preliminary prospectus Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the table in the fourth paragraph, in the sixth paragraph and tenth, eleventh, twelfth and fourteenth paragraphs entitled “Stabilization” and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 road show are the statements set forth (i) in the paragraphs entitled “Stabilization” and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 names set forth in the table in the first paragraph and the statements set forth in the [ ] paragraphs entitled “Stabilization” concerning stabilization and “Discretionary Accounts” other market transactions under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road showNon-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, 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 Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any road showNon-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use thereinUnderwriter Information; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and all other 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 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 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 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 road showNon-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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or Issuer Free Writing Prospectus, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto) or any road showNon-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and 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 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 Representative, no behalf of the Underwriters, has furnished to the Company expressly for use 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 road show Non-IFWP Road Show are the statements set forth (i) in the paragraphs entitled “Stabilization” and “Discretionary Accounts” third paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.caption

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Notes Guarantors, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made 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 road show), in reliance upon and in conformity with written information furnished to the Company by such Underwriter directly or through the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are other expense reasonably incurred by the Company, any Notes Guarantor or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Notes Guarantors hereby acknowledges acknowledge that the only information that the Underwriters have furnished to the Company and the Notes Guarantors expressly for use 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 road show are consists of the statements set forth in the paragraphs entitled “Stabilization” table in the first paragraph and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter 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, 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 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, 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) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Underwriters Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus Issuer Written Information or any other written information used by or on behalf of the Prospectus Company in connection with the offer or sale of the Notes (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization” sixth paragraph and “Discretionary Accounts” the second and third sentences of the ninth paragraph under the caption “UnderwritingPlan of Distribution” in the ProspectusPreliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road showthe 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, 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 prospectus or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) or any road showthe Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) or any road show the Disclosure Package are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. Schedule C. The indemnity agreement set forth in this Section 8(b11(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road showNon-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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road showNon-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 road show Non-IFWP Road Show are the statements set forth table in the paragraphs entitled “Stabilization” first paragraph and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The 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, 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 road showNon-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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road showNon-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 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 road show Non-IFWP Road Show are the statements set forth in paragraphs 5, 12, 13, 14, 15 and the paragraphs entitled “Stabilization” first and “Discretionary Accounts” last sentences of paragraph 16 under the caption “Underwriting” in the ProspectusProspectus (collectively, the “Underwriter Content”). The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter 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 such 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 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, and 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 Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Dealer Managers expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all other 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 Dealer Managers have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus 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” "Plan of Distribution" in the ProspectusProspectus 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 8(b) shall be in addition to any liabilities that each Underwriter Dealer Manager may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 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, 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) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any preliminary prospectus Issuer Written Information or any other written information used by or on behalf of the Prospectus Company in connection with the offer or sale of the Notes (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. Schedule C. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 road show are the statements set forth in (A) as the last two paragraphs entitled “Stabilization” on the inside front cover page of the Prospectus and “Discretionary Accounts” (B) the following sections under the caption “Underwriting” in the Prospectus: the table in the first paragraph, the sentences related to concessions, discounts and reallowances, the paragraphs related to stabilization, syndicate covering transactions and penalty bids, the representations relating to offerings in the European Union, including the United Kingdom. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, each Company counsel, the Selling Shareholder and each person, if any, who controls the Company or the Selling Shareholder within the meaning of 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, counsel, Selling Shareholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Shareholder by or on behalf of the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, counsel, Selling Shareholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 the Selling Shareholder, hereby acknowledges that the only information that the Underwriters have furnished to the Company and the Selling Shareholder 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 table in the first paragraph and the third, ninth, tenth and eleventh paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “"Underwriting” " in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, the Selling Shareholder, 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Shareholder by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, Selling Shareholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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, damagedamag, 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 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have. Notwithstanding the foregoing, any amounts to be paid by an indemnifying party shall be offset by any amounts paid to the indemnified parties pursuant to the insurance described in Section 3(f) hereof.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 showNon-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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road showNon-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 road showNon-FWP Road Show, or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus (or any amendment or supplement thereto) ), the Term Sheet or any road showNon-FWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Non-FWP Road Show are the statements set forth information appearing in the table in the first paragraph, under the caption “Underwriting” in the Prospectus, the concession figures appearing in the third paragraph under the caption “Underwriting” in the Prospectus, and the information contained in the eighth through twelfth paragraphs entitled “Stabilization” and “Discretionary Accounts” concerning stabilization under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 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 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, 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 prospectus the Final Offering Memorandum or the Prospectus Disclosure Package (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer officer, employee, agent or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Underwriters Initial Purchasers have furnished to the Company expressly for use 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 any road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the ProspectusSchedule B hereto. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Guarantor, 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, 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 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters BAS expressly for use therein; and to reimburse the CompanyCompany or the Guarantor, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen other expense reasonably incurred by the Company or any such director, officer or controlling person) as such expenses are reasonably incurred by the CompanyGuarantor, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantors hereby acknowledges acknowledge that the only information that the 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) or any road show are the statements set forth in the sixth, seventh and eighth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption of “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.prospectus sup-

Indemnification of the Company, its Directors and Officers. Each Underwriter 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, at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect 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 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 therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, and 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 Offering Memorandum (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Initial Purchasers expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Underwriters Initial Purchasers have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus Offering Memorandum (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. Schedule B. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, 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 such 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 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, and 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 or the Prospectus (or any amendment or supplement thereto) or any road showtherein, in reliance upon and in conformity with written information furnished to the Company by the Underwriters such Initial Purchaser expressly for use therein; and to reimburse the Company, the Guarantors or any such director, officer officer, employee or controlling person for any legal and all other expenses (including the reasonable fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personCompany) 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 Company and the Guarantors hereby acknowledges acknowledge that the only information that the Underwriters Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPricing Disclosure Package, any preliminary prospectus or the Prospectus (Final Offering Memorandum or any amendment or supplement thereto) or any road show , 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 the paragraphs entitled “Stabilization” and “Discretionary Accounts” tenth paragraph under the caption “UnderwritingPlan of Distribution” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities Preliminary Offering Memorandum and the Final Offering Memorandum; and the Initial Purchasers severally confirm that each Underwriter may otherwise havesuch statements are correct.

Indemnification of the Company, its Directors and Officers. 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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. The 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) or any road show are the statements set forth in the table after the first paragraph and in the second, sixth, seventh, eighth and ninth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “"Underwriting” " in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) 8.2 shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 road showNon-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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road showNon-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use inclusion therein; and to reimburse the Company, or any such director, officer officer, or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 use inclusion in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show 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 paragraphs entitled “Stabilization” table in the first paragraph and “Discretionary Accounts” as the [third] paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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) or any road show are the statements set forth in (i) the paragraphs entitled second paragraph under the subsection “StabilizationPrice Stabilization and Short Positions” under the caption “Underwriting” in the Prospectus and (ii) the first sentence under the subsection “Discretionary AccountsCommissions and Discounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 road showNon-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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road showNon-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 road show Non-IFWP Road Show are the statements set forth in the third, fifth, seventh, eighth, ninth, tenth, eleventh and twelfth paragraphs entitled “Stabilization” and “Discretionary Accounts” the first sentence of the twenty-ninth paragraph under the caption “"Underwriting” " in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Selling Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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 supplement or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use thereinSelling Agent Information; and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are Selling Agent Information consists of the statements set forth in (w) the eleventh and twelfth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “UnderwritingSupplemental 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 statements agreed by the Company and the Selling Agents in the applicable Written Terms Agreement. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter the Selling Agents may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Guarantor, 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, 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 thereto) or to any road showof 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, 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 prospectus Issuer Free Writing Document, the Disclosure Package or the Prospectus Offering Memorandum (or any amendment or supplement thereto) or to any road showof the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Underwriters Representative expressly for use therein; and to reimburse the CompanyCompany or the Guarantor, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen other expense reasonably incurred by the Company or any such director, officer or controlling person) as such expenses are reasonably incurred by the CompanyGuarantor, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledges acknowledge that the only information that the Underwriters Initial Purchasers have furnished to the Company and the Guarantor expressly for use in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus Issuer Free Writing Document or the Prospectus Offering Memorandum (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” sixth paragraph under the caption of “UnderwritingPlan of Distribution” in the ProspectusOffering 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 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 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 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, 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 prospectus the Disclosure Package or the Prospectus Final Offering Memorandum (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Initial Purchasers have furnished to the Company expressly for use 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 any road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. Schedule E. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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 such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personCompany) 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 Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the fourth paragraph concerning the terms of the offering by the Underwriters and the sixteenth and seventeenth paragraphs entitled “Stabilization” concerning short sales, stabilizing transactions and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 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, 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 or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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) or any road show are the statements set forth in (i) the paragraphs entitled “Stabilization” last sentence of the fourth paragraph on the cover page of the Prospectus and “Discretionary Accounts” (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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, 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, 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 road showNon-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, and 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 Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or any road showNon-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Underwriters have Underwriter has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show Non-IFWP Road Show are the statements set forth in the eighth through and including the twelfth paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b9(b) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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 such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personCompany) 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 Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show 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 entitled “Stabilization” concerning short sales, stabilizing transactions and “Discretionary Accounts” 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 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 road showNon-FWP Road Show, or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made 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 road showNon-FWP Road Show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show Free Writing Prospectus, the Final Term Sheet or any Non-FWP Road Show are the statements set forth information appearing in the paragraphs entitled “Stabilization” and “Discretionary Accounts” table in the first paragraph under the caption “Underwriting” in the ProspectusProspectus 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer officer, employee or controlling person for any legal and all other 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 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) or any road show 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 entitled “Stabilization” and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 road show), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by such Underwriter directly or through the Underwriters Representatives expressly for use therein; and to reimburse the Company, any Notes Guarantor or any such director, officer or controlling person for any legal and 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 other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Notes Guarantors hereby acknowledges acknowledge that the only information that the 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) or any road show are consists of the statements set forth in the paragraphs entitled “Stabilization” table in the first paragraph and “Discretionary Accounts” 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Final Term Sheet, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriters Representative expressly for use therein; and to reimburse the CompanyCompany or the Guarantor, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen other expense reasonably incurred by the Company or any such director, officer or controlling person) as such expenses are reasonably incurred by the CompanyGuarantor, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantor hereby acknowledges acknowledge that the only information that the 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) or any road show are the statements set forth in the sixth, seventh, eighth paragraphs entitled “Stabilization” and “Discretionary Accounts” the first and second sentences of the eleventh paragraph under the caption of “Underwriting” in the Prospectusprospectus supplement. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each U.S. Syndicate 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 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 such U.S. Syndicate 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 U.S. Prospectus or the U.S. Prospectus (or any amendment or supplement thereto) or any road showTime of Sale Information, or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and 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 U.S. Prospectus, the U.S. Prospectus (or any amendment or supplement thereto) or any road showTime of Sale Information, in reliance upon and in conformity with written information furnished to the Company by the Underwriters a U.S. Syndicate Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 U.S. Syndicate Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus U.S. Prospectus or the U.S. Prospectus (or any amendment or supplement thereto) or any road show Time of Sale Information are the statements set forth in the tables in the first and second paragraphs entitled under the caption “StabilizationUnderwriting” in the U.S. Prospectus and under the caption “Discretionary AccountsStabilization and Short Positions” under the caption “Underwriting” in the U.S. Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each U.S. Syndicate Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 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, 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, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personcounsel) 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 prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization” table in the first paragraph and “Discretionary Accounts” as the [eighth, ninth, tenth, eleventh and twelfth paragraphs] under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, 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, 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 any road show, 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, 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 such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personCompany) 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 Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any road show are the statements set forth in the paragraphs entitled “Stabilization” third paragraph and “Discretionary Accounts” the seventh paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 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, 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) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriter through the Representatives expressly for use therein; , and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 any Underwriter has furnished to the Company through the Representatives expressly for use 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 any road show are the statements set forth in (i) the paragraphs entitled first and second sentences of the third paragraph under the caption “StabilizationUnderwriting” in the Prospectus and “Discretionary Accounts” (ii) the seventh paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Stockholders by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, Stockholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 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 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Stockholders by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, Selling Stockholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 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 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 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, the Selling Stockholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect 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, and 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 prospectus, the Prospectus (or any amendment or supplement thereto) or any road show), in reliance upon and in conformity with written information furnished to the Company and the Selling Stockholder by the Underwriters Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, the Selling Stockholder or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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. 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 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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 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, 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) or any road show), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Underwriter through the Representatives expressly for use therein; , and to reimburse the Company, Company or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 any Underwriter has furnished to the Company through the Representatives expressly for use 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 any road show are the statements set forth in (i) the paragraphs entitled second paragraph under the subsection “Price Stabilization, Short Positions” under the caption “Underwriting” in the Prospectus and (ii) the first sentence under the subsection “Discretionary AccountsCommissions and Discounts” under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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, 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, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any road show, in reliance upon and in conformity with written information furnished to the Company by the Underwriters BAS expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling person) as such expenses are 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 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Indemnification of the Company, its Directors and Officers. Each Underwriter 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, 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 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 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, 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 prospectus the Final Offering Memorandum or the Prospectus Disclosure Package (or any amendment or supplement thereto) or any road showto the foregoing), in reliance upon and in conformity with written information furnished to the Company by the Underwriters Representative expressly for use therein; and to reimburse the Company, or any such director, officer officer, employee, agent or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Company or any such director, officer or controlling personcounsel) 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 Underwriters Initial Purchasers have furnished to the Company expressly for use in the Registration StatementPreliminary Offering Memorandum, any preliminary prospectus the Final Offering Memorandum or the Prospectus Disclosure Package (or any amendment or supplement theretoto the foregoing) or any road show are the statements set forth in the paragraphs entitled “Stabilization” and “Discretionary Accounts” under the caption “Underwriting” in the ProspectusSchedule B hereto. The indemnity agreement set forth in this Section 8(b9(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.