Common use of Indemnification of the Company Clause in Contracts

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in the second paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration StatementStatement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the Prospectus furnished on behalf sixth and seventh paragraphs and the third sentence of each Underwriter: the concession information appearing in the second eighth paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs Underwriting (Conflicts of text under the caption “Underwritinginterest).”

Indemnification of the Company. Each Underwriter of the Underwriters agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Preliminary Prospectus, the Registration StatementStatement (or any amendment or supplement thereto), any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished Prospectus: (i) the name of such Underwriter set forth on behalf of each Underwriter: the concession cover page, and (ii) the information appearing contained in the second fifth paragraph, the third sentence of the seventh paragraph, the tenth paragraph of text and the fourteenth paragraph under the caption “Underwriting” and (the information contained described in clauses (i) and (ii), collectively, the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingUnderwriter Information”).”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information terms of the offering by the Underwriters in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in the second third paragraph of text under the caption “UnderwritingUnderwriting (Conflicts of Interest)”; the information concerning market making by the Underwriters in the sixth paragraph under the caption “Underwriting (Conflicts of Interest)” and the information concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters contained in the twelfth, thirteenth seventh and fourteenth ninth paragraphs of text under the caption “UnderwritingUnderwriting (Conflicts of Interest)”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth seventh and fourteenth eighth paragraphs of text dealing with stabilizing transactions under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists only of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in the second paragraph of text under the caption “Underwriting” and the information contained in the twelfthlast paragraph on the front cover of the Prospectus regarding delivery of the Securities and the third paragraph, thirteenth the third and fourteenth fourth sentences of the fifth paragraph and the sixth and seventh paragraphs of text under the caption heading “Underwriting” in the Prospectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus ) or any Pricing the Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriterfollowing: the concession information appearing in names of the second paragraph Underwriters on the cover page of text and under the caption “Underwriting” in the Prospectus, the last paragraph on the cover page of the Prospectus and the information contained statements set forth in the twelfth, thirteenth fifth and fourteenth eighth paragraphs of text under the caption “Underwriting” in the Prospectus.”

Indemnification of the Company. Each Underwriter of the Underwriters agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Preliminary Prospectus, the Registration StatementStatement (or any amendment or supplement thereto), any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished Prospectus: (i) the name of such Underwriter set forth on behalf of each Underwriter: the concession cover page, and (ii) the information appearing contained in the second fifth paragraph, the third sentence of the seventh paragraph, the tenth paragraph of text and the fourteenth paragraph under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth eleventh and fourteenth twelfth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directorstrustees, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second paragraph of text second, third and fourth paragraphs under the caption “Underwriting” and ”, the information contained in the twelfth, thirteenth eighth and fourteenth ninth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages damages, liabilities or liabilities expenses that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagethe Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists only of the following information following: the statements contained (i) in the sixth paragraph, (ii) in the second sentence of the tenth paragraph (which, for the avoidance of doubt, describes the market (or lack thereof) for the Securities), and (iii) in the twelfth paragraph, in each case under the heading “Underwriting” in the Time of Sale Information and in the Prospectus furnished on behalf of and, with respect to each Underwriter: , such Underwriter’s name as it appears on the concession information appearing in the second paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “Underwritingcover thereof.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and the Final Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfthtenth, thirteenth eleventh and fourteenth twelfth paragraphs of text under the caption “Underwriting” and, in the Preliminary Prospectus only, the information contained in the thirteenth paragraph under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its Company and the Subsidiary Guarantors and their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or a Subsidiary Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriterfollowing: the concession information appearing in last paragraph on the second cover of the Prospectus; the 5th paragraph of text under the caption “Underwriting” Underwriting section of the Prospectus; the 3rd sentence of the 7th paragraph of the Underwriting section of the Prospectus; and the information contained in 8th paragraph of the twelfth, thirteenth and fourteenth paragraphs Underwriting section of text under the caption “UnderwritingProspectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages damages, liabilities or liabilities expenses that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagethe Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists only of the following information following: the statements contained (i) in the fifth paragraph, (ii) in the third sentence of the eighth paragraph (which, for the avoidance of doubt, describes the market (or lack thereof) for the Securities), and (iii) in the tenth paragraph, in each case under the heading “Underwriting” in the Time of Sale Information and in the Prospectus furnished on behalf of and, with respect to each Underwriter: , such Underwriter’s name as it appears on the concession information appearing in the second paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “Underwritingcover thereof.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration StatementInformation, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter Information consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth fourteenth paragraph and fourteenth paragraphs the first sentence of text the fifteenth paragraph under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackagePreliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and Prospectus furnished on behalf of each Underwriter: the concession information discount figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelftheighth, thirteenth ninth and fourteenth tenth paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackagePreliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and Prospectus furnished on behalf of each Underwriter: the concession information discount figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelftheighth, thirteenth ninth and fourteenth tenth paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Canadian Prospectus and the U.S. Prospectus furnished on behalf of each Underwriter: the concession information appearing statements concerning the Underwriters in each sentence of the second paragraph of text eleventh and twelfth paragraphs, in each case, under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting,” and the information regarding availability of documents on websites and allocation of Shares contained in the twelfth, thirteenth and fourteenth paragraphs of text seventh paragraph under the caption “Underwriting,” and the information regarding market-making contained in the twelfth paragraph under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the concession information figure appearing in the second third paragraph of text under the caption “Underwriting;” and (ii) the information contained in the twelfththirteenth, thirteenth fourteenth, fifteenth and fourteenth sixteenth paragraphs of text referring to stabilizing transactions and passive market making under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth first two sentences of the ninth paragraph and fourteenth paragraphs of text the tenth paragraph under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and ”, the information contained in the twelfth, eleventh and twelfth paragraphs and the third sentence of the thirteenth and fourteenth paragraphs of text paragraph under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission of material fact or alleged untrue statement or omission of material fact made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and the information concerning stabilization contained in the twelfth, thirteenth sixteenth and fourteenth seventeenth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting,” the last sentence of the third paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth sixteenth and fourteenth seventeenth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: The names and corresponding share amounts set forth in the table of Underwriters, the statements in the third paragraph concerning the terms of offering by the Underwriters, the concession information appearing amount identified in the second fifth paragraph, and the statements in the first sentence of the twelfth paragraph of text and the statements in the sixteenth paragraph concerning stabilization transactions, in each case under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingProspectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figure appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth tenth and fourteenth eleventh paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figure appearing in the second fifth paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth ninth and fourteenth tenth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus Prospectuses (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus Prospectuses furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second fourth paragraph of text under the caption “Underwriting” and the information contained in the twelfthninth, thirteenth fourteenth, fifteenth and fourteenth twenty-second paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figures appearing in the second fourth paragraph of text under the caption “Underwriting” and the information contained in the twelfthparagraph beginning with the phrase “In connection with this offering, thirteenth the underwriters may engage in stabilizing transactions . . .” and fourteenth paragraphs each subsequent paragraph through and including the paragraph beginning with the phrase “In addition, in connection with this offering certain of text the underwriters (and selling group members) may engage in passive market making transactions . . .” under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figure appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfthseventh, twelfth and thirteenth paragraphs, the last two sentences of the fourteenth paragraph, and fourteenth paragraphs of text the fifteenth paragraph under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second fifth paragraph of text under the caption “Underwriting” and the information contained in the twelfth, twelfth and thirteenth and fourteenth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, Statement and the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus ) or any Pricing Disclosure PackagePreliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second fourth paragraph of text under the caption “Underwriting” and the information contained in the twelfthseventh, thirteenth eighth, ninth and fourteenth fifteenth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, The Underwriters agree to indemnify and hold harmless the Company, its directors, its and the directors and officers of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter the Underwriters furnished to the Company in writing by such Underwriter the Underwriters expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter the Underwriters consists of the following information in the Prospectus furnished on behalf of each Underwriterthe Underwriters: the concession information figure appearing in the second sixth paragraph of text and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” and (collectively, the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingUnderwriters Information”).”

Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representative expressly for use in the Registration StatementPreliminary Offering Memorandum, any of the Prospectus other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter Initial Purchaser consists of the following information in the Prospectus Offering Memorandum furnished on behalf of each UnderwriterInitial Purchaser: the concession information appearing contained in the second fourth and fifth sentences of the eighth paragraph of text under the caption “UnderwritingPlan of distribution” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingPlan of distribution”, in each case in the Preliminary Offering Memorandum and the Offering Memorandum.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a7(a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figure appearing in the second fifth paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text paragraph under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph, the information regarding electronic and internet distribution appearing in the seventh paragraph of text and the information relating to stabilizing transactions contained in the fifteenth and sixteenth paragraphs, in each case under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the concession information last paragraph of the cover page regarding the delivery of the Shares and (ii) under the heading “Underwriting”, (A) the list of Underwriters and their respective participations in the sale of Shares appearing in the second paragraph, (B) the concession and reallowance figures appearing in the fourth paragraph of text under the caption “Underwriting” and (C) the information contained in the twelfth, thirteenth seventh and fourteenth paragraphs of text under the caption “Underwritingeighth paragraphs.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and directors 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second paragraph of text under the caption “Underwriting” and the information contained in the twelfthfirst, thirteenth ninth and fourteenth tenth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement Company 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus furnished on behalf of each Underwriterand the Prospectus: the concession information appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfthProspectus, thirteenth and fourteenth paragraphs the third sentence of text the seventh paragraph under the caption “Underwriting” in the Prospectus and the eighth and ninth paragraphs under the caption “Underwriting” in the Prospectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following following: (i) the names of the Underwriters which appear on the front and back covers of the Prospectus; (ii) the names of the Underwriters which appear under the caption “Underwriting”; (iii) the information contained in the Prospectus furnished on behalf third and fourth sentences of each Underwriter: the concession information paragraph appearing in the second paragraph of text under the caption “Underwriting” which begins with the words “The notes are a new issue of securities…” and (iv) the information contained in the twelfth, thirteenth and fourteenth paragraphs of text paragraph appearing under the caption “Underwriting.” which begins with the words “In connection with this offering of the notes…”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the concession information appearing names of the Underwriters on the cover page of the Preliminary Prospectus and the Prospectus; and (ii) the names of the Underwriters in the second paragraph of text table under the caption “Underwriting” in the Preliminary Prospectus and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingProspectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in thirteenth, fourteenth and fifteenth paragraphs relating to underwriters’ stabilization activities and the twelfth, thirteenth and fourteenth paragraphs twenty-first paragraph with respect to the hedging plans of text the option counterparties under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figure appearing in the second fifth paragraph of text under the caption “UnderwritingUnderwriting (Conflicts of Interest)” and the information contained in the twelfth, thirteenth ninth and fourteenth tenth paragraphs of text under the caption “UnderwritingUnderwriting (Conflicts of Interest).”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfththird sentence of the eleventh paragraph, the twelfth paragraph and the thirteenth and fourteenth paragraphs paragraph of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing contained in the second second, third and fourth sentences of the third paragraph of text under the caption “Underwriting”; the twelfth paragraph relating to stabilizing transactions and syndicate covering transactions under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text paragraph relating to Regulation M under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing contained in the second paragraph of text third, twelfth and thirteenth paragraphs under the caption “Underwriting” and (the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingUnderwriter Information”).”

Indemnification of the Company. Each Underwriter of the Underwriters agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Preliminary Prospectus, the Registration StatementStatement (or any amendment or supplement thereto), any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished Prospectus: (i) the name of such Underwriter set forth on behalf of each Underwriter: the concession cover page, and (ii) the information appearing contained in the second fifth paragraph, the third sentence of the seventh paragraph, the tenth paragraph of text and the fifteenth paragraph under the caption “Underwriting” and (the information contained described in clauses (i) and (ii), collectively, the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingUnderwriter Information”).”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption heading “UnderwritingUnderwriters,” the fifth paragraph under the heading “Underwriters” in the Prospectus related to discretionary accounts and the information contained eleventh paragraph under the heading “Underwriters” in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingProspectus related to stabilization.”

Indemnification of the Company. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such the Underwriter furnished to the Company in writing by such the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any the Underwriter consists of the following information in the Prospectus furnished on behalf of each the Underwriter: the concession information figure appearing in the second third paragraph of text under the caption “Underwriting” ”; the information contained in the seventh paragraph under the caption “Underwriting; the information contained in the thirteenth, fourteenth, fifteenth and sixteenth paragraphs concerning stabilizing transactions, short sales and passive market making under the caption “Underwriting”; and the information contained in the twelfth, thirteenth and fourteenth paragraphs last sentence of text the twenty-first paragraph under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Pricing Disclosure Package, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus or any Issuer Free Writing Prospectus or any Pricing Disclosure PackageProspectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing contained in the fourth, sixth, eleventh and twelfth paragraphs and the second sentence of the fourteenth paragraph of text under the caption “Underwriting” and (the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingUnderwriter Information”).”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figures appearing in the second paragraph of text under the caption “Underwriting” and the information contained in the twelfthparagraph beginning with the phrase “In connection with this offering, thirteenth the underwriter may purchase and fourteenth paragraphs sell the notes in the open market . . .” and each subsequent paragraph through and including the paragraph beginning with the phrase “Stabilizing transactions may have the effect of text . . .” under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figure appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfthseventh, twelfth and thirteenth paragraphs, the last two sentences of the fourteenth paragraph, and fourteenth paragraphs of text the fifteenth paragraph under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, The Initial Purchaser agrees to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter the Initial Purchaser through the Initial Purchaser expressly for use in the Registration StatementPreliminary Offering Circular, any of the Prospectus other Time of Sale Information, any Issuer Written Communication, any road show or the Offering Circular (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter the Initial Purchaser consists of the following information in the Prospectus Offering Circular furnished on behalf of each Underwriterthe Initial Purchaser: the concession information appearing in the second paragraph of text under the caption “Underwriting” and the information contained in the twelfthseventh paragraph, thirteenth eighth paragraph, second sentence of the ninth paragraph, fifteenth paragraph, sixteenth paragraph and fourteenth paragraphs of text eighteenth paragraph, under the caption “UnderwritingPlan of Distribution”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in the second paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth thirteenth, fourteenth and fourteenth fifteenth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such the Underwriter furnished to the Company in writing by such the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any the Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in the second paragraph of text Underwriter and set forth under the caption “Underwriting” and the information contained in the twelfthProspectus: (i) the name of the Underwriter set forth in the first paragraph, thirteenth and fourteenth paragraphs of text under (ii) the caption “Underwritingstatements set forth in the fifth, eleventh, fifteenth, sixteenth and seventeenth paragraphs.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfthtenth, thirteenth eleventh and fourteenth twelfth paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its affiliates, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto)Prospectus, any Issuer Free Writing Prospectus or any Pricing Disclosure Package, Package (or any amendment or supplement thereto); it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing names of the underwriters set forth in the second paragraph of text table under the caption “Underwriting” second paragraph, the third, ninth, sixteenth and the information contained in the twelfth, thirteenth and fourteenth seventeenth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information paragraphs in the Prospectus furnished on behalf of each UnderwriterPreliminary Prospectus: the concession information appearing in second and third sentences of the third paragraph, the third and fourth sentences of the seventh paragraph, the eighth paragraph, the first and second sentences of the ninth paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth tenth and fourteenth eleventh paragraphs of text under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Preliminary Prospectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text ninth paragraph under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of (i) the following information names of the Underwriters on the bottom of the front and back cover pages of the Prospectus and in the Prospectus furnished on behalf of each Underwriter: table under the concession information appearing in the second first paragraph of text under the caption “Underwriting” and on page S-[74] of the information contained in Prospectus; (ii) the twelfth, thirteenth and fourteenth paragraphs [eleventh] paragraph of text under the caption “Underwriting” on page S-[75] of the Prospectus concerning the addresses of the Representatives; (iii) the [fourth] sentence in the [eighth] paragraph of text under the caption “Underwriting” on page S-[75] of the Prospectus concerning the Underwriters’ market-making activities; and (iv) the [ninth] paragraph of text under the caption “Underwriting” on page S-[75] of the Prospectus concerning over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information paragraphs in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the concession information appearing in fifth paragraph, the first sentence of the first paragraph under the heading “Commissions and Discounts,” the second sentence of the first paragraph under the heading “Price Stabilization, Short Positions” and the second paragraph of text under the caption heading “Price Stabilization, Short Positions” in the section entitled “Underwriting” and the information contained in the twelfth, thirteenth Preliminary Prospectus and fourteenth paragraphs of text under the caption “UnderwritingProspectus.”

Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter Initial Purchaser through the Representative expressly for use in the Registration StatementPreliminary Offering Memorandum, any of the Prospectus other Time of Sale Information, any Issuer Written Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter Initial Purchaser consists of the following information in the Prospectus Offering Memorandum furnished on behalf of each UnderwriterInitial Purchaser: the concession information appearing in the second paragraph of text under the caption “Underwriting” and the information contained in the twelfthsixth paragraph, thirteenth seventh paragraph, second sentence of the eighth paragraph, fourteenth paragraph, fifteenth paragraph and fourteenth paragraphs of text seventeenth paragraph, under the caption “UnderwritingPlan of Distribution”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” heading "Underwriters," the fifth paragraph under the heading "Underwriters" in the Prospectus related to discretionary accounts and the information contained eleventh paragraph under the heading "Underwriters" in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingProspectus related to stabilization.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directorstrustees, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such any Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter the Underwriters consists of the following information in the Prospectus furnished on behalf of each Underwriterthe Underwriters: the concession information appearing in the second paragraph of text third, twelfth through fourteenth, eighteenth and twentieth paragraphs under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption heading “Underwriting.”"

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information paragraphs in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the concession information appearing in first sentence of the first paragraph under the heading “Commissions and Discounts” and the second paragraph of text under the caption heading “Price Stabilization, Short Positions” in the section entitled “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingFinal Prospectus Supplement.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the concession information and reallowance figures appearing in the first and second sentences of the fourth paragraph of text under the caption “"Underwriting” ," (ii) the third, fourth and fifth sentences of the information contained in the twelfth, thirteenth and fourteenth paragraphs of text fourth paragraph under the caption “"Underwriting," (iii) the eighth, fifteenth and sixteenth paragraphs under the caption "Underwriting" and (iv) the second and third sentences of the seventeenth paragraph under the caption "Underwriting.”"

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of (i) the following information names of the Underwriters on the bottom of the front and back cover pages of the Prospectus and in the Prospectus furnished on behalf of each Underwriter: table under the concession information appearing in the second first paragraph of text under the caption “Underwriting” and on page S-[●] of the information contained in Prospectus; (ii) the twelfth, thirteenth and fourteenth paragraphs eleventh paragraph of text under the caption “Underwriting” on page S-[●] of the Prospectus concerning the addresses of the Representatives; (iii) the [fourth] sentence in the [eighth] paragraph of text under the caption “Underwriting” on page S-[●] of the Prospectus concerning the Underwriters’ market-making activities; and (iv) the ninth paragraph of text under the caption “Underwriting” on page S-[●] of the Prospectus concerning over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the concession information appearing in the second paragraph of text under the caption “Underwriting,” the concession and reallowance figures appearing in the third paragraph and the information contained market stabilization activities described in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “Underwritingparagraphs.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: The names and corresponding amounts of Securities set forth in the table of Underwriters, the statements in the third paragraph concerning the terms of offering by the Underwriters, the concession information appearing amount identified in the second fifth paragraph, and the statements in the first sentence of the twelfth paragraph of text and the statements in the sixteenth paragraph concerning stabilization transactions, in each case under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingProspectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in third sentence of the second first paragraph on the cover page concerning the price at which the Underwriters propose to offer the shares; the last paragraph on the cover page concerning delivery of the Shares; and the third paragraph of text under the caption “Underwriting” and concerning the information contained in price at which the twelfth, thirteenth and fourteenth paragraphs of text under Underwriters propose to offer the caption “Underwritingshares.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement Statement, the Forward Purchaser, the Forward Seller, each of the directors and officers of the Forward Purchaser and Forward Seller, and each person, if any, who controls the Company Company, the Forward Purchaser or the Forward Seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in last paragraph on the second cover page concerning delivery of the Shares; and the first sentence of the third paragraph of text under the caption heading “Underwriting” and concerning the information contained in price at which the twelfth, thirteenth and fourteenth paragraphs of text under Underwriters propose to offer the caption “Underwritingshares.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackagePreliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and Prospectus furnished on behalf of each Underwriter: the concession information discount figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth eighth and fourteenth ninth paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing contained in the first and second sentences of the third paragraph of text under the caption “Underwriting” and ”; the information contained in third sentence of the twelfth, thirteenth and fourteenth paragraphs of text eleventh paragraph under the caption “Underwriting”; and the twelfth paragraph relating to over-allotment, stabilizing transactions and syndicate covering transactions under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (aSection 7(a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information following: (i) the names of the Underwriters in the Prospectus furnished on behalf of each Underwriter: the concession information appearing table in the second first paragraph of text under the caption “Underwriting” in the Preliminary Prospectus dated November 14, 2007 and the information contained in Prospectus; and (ii) the twelfththird, thirteenth seventh (first sentence only) and fourteenth eighth (first and last sentences only) paragraphs of text under the caption “Underwriting” in the Preliminary Prospectus dated November 14, 2007 and the Prospectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, Statement and the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Supplement or any Pricing Disclosure PackagePreliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing names of the Representatives in the second first paragraph of text and the statements set forth in the sixth, seventh, eleventh, twelfth, thirteenth, fourteenth, fifteenth, sixteenth and seventeenth paragraphs relating to over-allotments, syndicate covering transactions and stabilizing bids under the caption “"Underwriting” and the information contained " in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingProspectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus (or the Prospectus, or any amendment or supplement thereto), or any Issuer Free Writing Prospectus or any the Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in the second paragraph of text language under the caption “Underwriting” in the Pricing Prospectus and the Prospectus: the information contained appearing in the twelfthfifth, thirteenth seventh, eighth and fourteenth ninth paragraphs of text under the caption “Underwritingsuch caption.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “UnderwritingUnderwriting (Conflicts of Interest)” and the information contained in the twelfth, thirteenth eighth and fourteenth ninth paragraphs of text dealing with stabilizing transactions under the caption “UnderwritingUnderwriting (Conflicts of Interest).”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including reasonable and documented legal fees and other expenses reasonably incurred and documented in connection with any suit, action or proceeding or claim asserted) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth sixteenth and fourteenth seventeenth paragraphs of text under the caption “Underwriting” relating to price stabilization, short positions and penalty bids (“Underwriter Information”).”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its the Operating Company, their directors, its their officers who signed the Registration Statement and each person, if any, who controls the Company or the Operating Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveof this Section 7, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the concession information appearing table in paragraph 1, paragraphs three, seven, twelve and thirteen and, solely with respect to the second portion of such sentence referring to the underwriters, the first sentence of paragraph of text 17 under the caption “Underwriting” in the Preliminary Prospectus and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingProspectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfthtenth, thirteenth eleventh and fourteenth twelfth paragraphs of text under the caption “Underwriting” referring to passive market making.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second paragraph of text sixth, twelfth and thirteenth paragraphs under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second sixth paragraph of text and the information concerning short selling and purchasing contained in the tenth and eleventh paragraphs under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that that, for the purpose of this Section 7(b) and the provisos contained in each of Sections 3(b), 3(c) and 3(d) herein, the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and ”, the information contained in the twelfththirteenth paragraph under the caption “Underwriting”, thirteenth and fourteenth paragraphs the information furnished on behalf of text Macquarie Capital (USA) Inc. in the sixteenth paragraph under the caption “Underwriting.”.

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), ) any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished last paragraph on behalf the cover page of each Underwriter: the concession Prospectus, the information appearing in the second table on Page S-32 listing the “Underwriters” and “Principal Amount of Notes” and the information in the third, sixth and seventh paragraphs and the fifth sentence of the ninth paragraph of text under the caption “UnderwritingUnderwriting (Conflicts of Interest)” and beginning on page S-32 of the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingProspectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of (i) the following information in third paragraph, (ii) the Prospectus furnished on behalf seventh paragraph, (iii) the eighth paragraph, (iv) the first sentence of each Underwriter: the concession information appearing in ninth paragraph, (v) the second tenth paragraph, (vi) the eleventh paragraph of text and (vii) the twelfth paragraph under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Preliminary Prospectus and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingProspectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing contained in the last sentence of the fourth paragraph, the first and second sentences of the ninth paragraph, and the thirteenth paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfthparagraph beginning with the phrase “In connection with this offering, thirteenth the underwriter may engage in stabilizing transactions . . .” and fourteenth paragraphs each subsequent paragraph through and including the paragraph beginning with the phrase “In addition, in connection with this offering certain of text the underwriters (and selling group members) may engage in passive market making transactions . . .” under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figures appearing in under the second paragraph of text subheading Discounts under the caption “Underwriting” and the information contained in under the twelfth, thirteenth and fourteenth paragraphs of text subheading Price Stabilization; Short Positions under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figures appearing in the second third paragraph of text under the caption “UnderwritingUnderwriting (Conflicts of Interest)” and the information contained in the twelfth, thirteenth eighth and fourteenth ninth paragraphs of text dealing with stabilizing transactions under the caption “UnderwritingUnderwriting (Conflicts of Interest)”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, Statement and the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus ) or any Pricing Disclosure PackagePreliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the last sentence on the cover page of the Prospectus, the concession information and reallowance figures appearing in the second sixth paragraph of text under the caption “Underwriting” and ”, the information contained in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “Underwriting” concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters.”

Indemnification of the Company. Each Underwriter of the Underwriters agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Preliminary Prospectus, the Registration StatementStatement (or any amendment or supplement thereto), any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished Prospectus: (i) the name of such Underwriter set forth on behalf of each Underwriter: the concession cover page, and (ii) the information appearing contained in the second fifth paragraph, the fourth sentence of the seventh paragraph, the tenth paragraph of text and the fifteenth paragraph under the caption “Underwriting” and (the information contained described in clauses (i) and (ii), collectively, the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingUnderwriter Information”).”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing contained in the first and second sentences of the third paragraph of text under the caption “Underwriting” and the information contained in the twelfththird and fourth sentences of the tenth paragraph and the eleventh, twelfth and thirteenth and fourteenth paragraphs of text under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directorsaffiliates, its directors and 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 and the Selling Stockholder, in each case to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, Statement and the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus ) or any Pricing Disclosure PackagePreliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in last paragraph and the second names of the Underwriters on the cover page of the Prospectus and the fourth, eighth, ninth and tenth paragraphs and the third sentence of the fifteenth paragraph of text under the caption “"Underwriting” and the information contained " in the twelfth, thirteenth and fourteenth paragraphs of text under the caption “UnderwritingProspectus.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action, or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing , in the second paragraph of text each case, under the caption “Underwriting” ”, the second sentence of the first paragraph, the names and the information contained corresponding number of shares set forth in the twelfthtable included in the first paragraph, thirteenth the concession figure appearing in the first sentence of the third paragraph, the information in the seventh, twelfth and thirteenth, the second sentence of the fourteenth paragraphs paragraph and the first sentence of text under the caption “Underwritingsixteenth paragraph.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second fourth paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth seventh and fourteenth eighth paragraphs of text under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following following: (i) the names of the Underwriters which appear on the front and back covers of the Prospectus; (ii) the names of the Underwriters which appear under the caption “Underwriting”; (iii) the information contained in the Prospectus furnished on behalf third and fourth sentences of each Underwriter: the concession information paragraph appearing in the second paragraph of text under the caption “Underwriting” which begins with the words “The notes are a new issue of securities . . .” and (iv) the information contained in the twelfth, thirteenth and fourteenth paragraphs of text paragraph appearing under the caption “Underwriting” which begins with the words “In connection with this offering of the notes . . . .”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, Statement and the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus ) or any Pricing Disclosure PackagePreliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting” and the information contained in the twelfth, twelfth and thirteenth and fourteenth paragraphs of text relating to stabilization transactions under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information and reallowance figures appearing in the second third paragraph of text under the caption “Underwriting,” the information contained in the last sentence of the third paragraph and the information contained in the, seventh, twelfth and thirteenth paragraphs and the twelfth, thirteenth and last two sentences of the fourteenth paragraphs of text paragraph under the caption “Underwriting”.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 to the same extent as the indemnity set forth in paragraph (a7(a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information figure appearing in the second fifth paragraph of text under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs of text fifteenth paragraph under the caption “Underwriting.”

Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus (or the Prospectus, or any amendment or supplement thereto), or any Issuer Free Writing Prospectus or any the Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession information appearing in the second paragraph of text language under the caption “Underwriting” in the Pricing Prospectus and the Prospectus: the information contained appearing in the twelfththird, thirteenth sixth, seventh and fourteenth eighth paragraphs of text under the caption “Underwritingsuch caption.”