Common use of Indemnification of Underwriters Clause in Contracts

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be part of the Registration Statement pursuant to Rule 430A Information 430A(b) or Rule 434 of the 1933 Act Regulations, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representativeyou), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through you expressly for use in the Registration Statement (or Prospectus any amendment thereto) or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this . The foregoing indemnity agreement may permit indemnification for liabilities under with respect to any Preliminary Prospectus shall not inure to the Securities Act benefit of any Underwriter who failed to deliver the Prospectus (as then amended or supplemented, provided to the several Underwriters in the requisite quantity and on a timely basis to permit proper delivery on or prior to the Closing Time) to the person who is asserting any losses, claims, damages and liabilities and judgments caused by any untrue statement or alleged untrue statement of a partner material fact contained in any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such material misstatement or omission or alleged material misstatement or omission was cured, as determined by a court of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is competent jurisdiction in a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is decision not subject to further appeal, in such Prospectus and such Prospectus was required by law to be delivered at or prior to the undertaking written confirmation of the Company in the Registration Statement under Item 17 thereofsale to such person.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, its their affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "“Affiliate"), each dealer selected by ”) and the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq thereto or any securities exchange; documents deemed to be incorporated by reference therein), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d9(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeCredit Suisse), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through Credit Suisse expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement theretothereto or any documents deemed to be incorporated by reference therein). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under , it being understand and agreed that the Securities Act of only such information furnished by any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 consists of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, information described as such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofsubsection (b) below.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) belowhereof) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or Information, any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom in any preliminary prospectus, Issuer Free Writing Prospectus or Prospectus of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the CompanyCompany and the Selling Shareholders; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representativeindemnified party), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusInformation, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees Fund and the Adviser, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission in any preliminary prospectus, the General Disclosure Package or the Prospectus therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the Company;Fund; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusInformation, the General Disclosure Package, any Issuer Free Writing Prospectus Rule 482 Statement or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Each of the Company agrees and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and any director, officer, employee or affiliate thereof as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;. The foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter who failed to deliver a Prospectus (as then amended or supplemented, provided by the Company to the several Underwriters in accordance with Section 3(d)) to the person asserting any losses, claims, damages and liabilities and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such material misstatement or omission or alleged material misstatement or omission was cured, as determined by a court of competent jurisdiction in a decision not subject to further appeal, in such Prospectus and such Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person. (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) provided any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information 434 Information, if applicable, or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430A Information 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); , or (2B) in any application roadshow or other document or written communication (in this Section 5, collectively called "application") (x) executed investor presentations made to investors by the Company (whether in person or (y) based upon written information furnished by the Companyelectronically), in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any roadshow or investor presentations made to investors by the Company (whether in person or electronically) of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including any information deemed to be a part thereof pursuant to the Rule 430A Information or any preliminary prospectus430B, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, as follows: (i) 1934 Act against any and all loss, liability, claim, damage and expense damages or liabilities, joint or several whatsoever, to which such Underwriter may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); , or (2B) in any application materials or other document information provided to investors by, or with the written communication approval of, the Company in connection with the marketing of the offering of the Stock (in this Section 5“Marketing Materials”), collectively called "application") (x) executed including any roadshow or investor presentations made to investors by the Company (whether in person or (y) based upon written information furnished by the Companyelectronically), in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against misleading and will reimburse each Underwriter for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, legal or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), other expenses reasonably incurred by such Underwriter in investigating, preparing connection with investigating or defending against any litigationloss, claim, damage, liability or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any action as such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveexpenses are incurred; provided, however, that this indemnity agreement shall not apply to the extent that any such loss, liability, claim, damage or expense to the extent arising liability arises out of any or is based upon an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusInformation, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any preliminary prospectus, any Issuer Free Writing Prospectus, or any Marketing Materials in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or arising out of (B) any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); ) or (2any “issuer information” filed or required to be filed pursuant to Rule 433(d) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission1933 Act, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees and Bank, jointly and severally, agree to indemnify and hold harmless each Underwriter, Underwriter and its affiliates, affiliates (as such term is defined in Rule 501(b) under of the Securities Act Regulations (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directorsselling agents, officers and employees, directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B of the Securities Act (“Rule 430A Information 430B”), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or misleading; or, arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionomission or any other violation of any federal or state securities law or regulation; provided, provided that (subject to Section 6(d8(e) belowhereof) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against against, or appearing as a witness or providing information or documents in connection with any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use Information in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto). . Notwithstanding the foregoing, the indemnification obligation of Bank in this Section 8 shall be limited with respect to Bank to the extent necessary if (2a) Insofar as this indemnity agreement may permit a Governmental Entity having jurisdiction over Bank by written communication addressed to Bank or its board of directors, including in connection with any examination of Bank, informs Bank or its board of directors that such Governmental Entity has determined that such indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter violates Sections 23A or who controls an underwriter within the meaning of Section 15 23B of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Federal Reserve Act, as amended, or another law, rule, regulation or policy applicable to Bank or Company, (b) a Governmental Entity notifies Bank by written communication that such indemnity agreement is subject indemnification would result in an adverse impact on Bank’s examination ratings or (c) such indemnification would give rise to the undertaking of the Company in the Registration Statement under Item 17 thereofcivil money penalties or other sanctions.

Indemnification of Underwriters. (1) The Each of the Company agrees and the Selling Shareholder agree, severally and not jointly, to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the 1933 Act as follows: (i) against any and all loss, liability, liability and claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in investigating or defending any such action or claim) whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;Company and the Selling Shareholder; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representativecounsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under ; provided, further, that the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is Selling Shareholder shall only be subject to such liability to the undertaking of extent that the Company untrue statement or alleged untrue statement or omission or alleged omission is made in reliance on and conformity with written information provided by such Selling Shareholder relating to the Selling Shareholder expressly for use in the Registration Statement under Item 17 thereof(or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or contained in a representation or warranty given by the Selling Shareholder in this Agreement and the foregoing indemnity provided by the Company shall not apply to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is made in reliance on and conformity with such written information provided by the Selling Shareholder; and provided, further, that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Securities, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 3(d) hereof.

Indemnification of Underwriters. (1) The Company agrees Wisconsin Electric and the Issuer, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectusthe Pricing Prospectus, any each Issuer Free Writing Prospectus, the Pricing Package, the Final Prospectus or the Prospectus (or or, in each case, any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Companycollectively, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d11(d) below) any such settlement is effected with the written consent of Wisconsin Electric or the Company;Issuer; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Issuer by any Underwriter by or on behalf of such Underwriter or through the Representative expressly for use in the Registration Statement (or any amendment thereto) or the Pricing Prospectus, the Final Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). , it being understood and agreed that the only such information furnished to the Issuer by the Underwriters in writing expressly for use in such foregoing documents is set forth in Schedule IV hereto (2) Insofar as this the “Underwriter Information”); and provided, further, that the indemnity agreement may permit indemnification for liabilities under in this paragraph (a) with respect to the Securities Act Pricing Prospectus and other information included in the Pricing Package shall not inure to the benefit of any Underwriter from whom the person who is asserting any such losses, claims, damages or other liabilities purchased Bonds, or any person controlling such Underwriter, to the extent that (i) prior to the Applicable Time Wisconsin Electric or the Issuer shall have notified such Underwriter that the Pricing Prospectus or other information included in the Pricing Package contains an untrue statement of material fact or omits to state therein a partner material fact required to be stated therein in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Pricing Prospectus or, where permitted by law, an Issuer Free Writing Prospectus and such corrected Pricing Prospectus or Issuer Free Writing Prospectus was provided to such Underwriter or who controls an underwriter within and filed with the meaning of Section 15 Commission far enough in advance of the Securities Act Applicable Time so that such corrected Pricing Prospectus or Section 20 of Issuer Free Writing Prospectus could have been conveyed to such person prior to the Exchange Act Applicable Time, (iii) such corrected Pricing Prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such person at or prior to the Applicable Time, and who(iv) such loss, at claim, damage or liability would not have occurred had the date of this Agreement, is a director corrected Pricing Prospectus or officer of Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such person prior to the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such Applicable Time. This indemnity agreement is subject will be in addition to any liability which the undertaking of the Company in the Registration Statement under Item 17 thereofIssuer or Wisconsin Electric may otherwise have.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred whatsoever (including the fees and disbursements of counsel chosen by the Representative), Representatives) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, at the time that such expense is incurred, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including ) or the Rule 430A Information or any preliminary prospectusBase Prospectus, any Issuer Free Writing Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). (2) Insofar as this ; and provided further, that the foregoing indemnity agreement may permit indemnification for liabilities under with respect to any untrue statement or omission from a Preliminary Prospectus shall not inure to the Securities Act benefit of any Underwriter (or any person who is a partner of an Underwriter controlling such Underwriter) from whom the person asserting such loss, liability, claim, damage or who controls an underwriter within the meaning of Section 15 expense purchased any of the Securities Act Shares that are the subject thereof if the Company shall sustain the burden of proving that: (i) the untrue statement or Section 20 omission contained in the Preliminary Prospectus was corrected, (ii) such person was not sent or given a copy of the Exchange Act and who, Final Prospectus which corrected the untrue statement or omission at or prior to the date of this Agreement, is a director or officer written confirmation of the Company or controls sale of such Shares to such person if required by applicable law, and (iii) the Company within the meaning satisfied its obligation to provide a sufficient number of Section 15 copies of the Securities Act or Section 20 of the Exchange Act, Final Prospectus to such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofUnderwriter.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectusprospectus delivered to the Underwriters for use in connection with the sale of the Securities, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d7(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information Information, or any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company Operating Partnership agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act and their respective officers, directors, members, affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)) and employees as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectusprospectus supplement, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus Supplement (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;Operating Partnership; and (iii3) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i1) or (ii2) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Operating Partnership by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto)Statement, including the Rule 430A Information or any preliminary prospectusprospectus supplement, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included or incorporated by reference in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information or 430B, any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under of the Securities Act Regulations (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); ) or (2B) in any application materials or other document information provided to investors by, or written communication with the approval of, the Company in connection with the marketing of the offering of the Securities (in this Section 5“Marketing Materials”), collectively called "application") (x) executed including any roadshow or investor presentations made to investors by the Company (whether in person or (y) based upon written information furnished by the Companyelectronically), in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) belowhereof) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, ) and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact or any misrepresentation or alleged misrepresentation (as that term is defined under Canadian Securities Laws) included in (1) any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus Prospectuses (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of U.S. and Canadian counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusInformation, any Issuer Free Writing Prospectus Preliminary Prospectus, the General Disclosure Package or the Prospectus Prospectuses (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1A) any preliminary prospectusthe Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); , or (2B) in any application materials or other document information provided to investors by, or written communication with the approval of, the Company in connection with the marketing of the offing of the Securities (in this Section 5“Marketing Materials”), collectively called "application") (x) executed including any road show or investor presentation made to investors by the Company (whether in person or (y) based upon written information furnished by the Companyelectronically), in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all reasonable expense whatsoever, as incurred (including the fees and disbursements of one counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this in reliance upon and in conformity with the Underwriter Information. The indemnity agreement may permit indemnification for set forth in this Section 6(a) shall be in addition to any liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of that the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofmay otherwise have.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, claim and damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectusthe Base Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Prospectus, the Prospectus (or any amendment or supplement thereto); or (2) , any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by free writing prospectus that the Company has filed, or (yis required to file, pursuant to Rule 433(d) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission1933 Act, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, claim and damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all out of pocket expense whatsoever, as reasonably incurred (including including, subject to the limitations set forth in Section 6(c), the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply give rise to liability for the Company with respect to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusTime of Sale Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2, or any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 1933 Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees Fund and the Investment Manager, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission in any preliminary prospectus, the General Disclosure Package or the Prospectus therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the Company;Fund; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusInformation, the General Disclosure Package, any Issuer Free Writing Prospectus Rule 482 Statement or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; providedPROVIDED, howeverHOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative Underwriters through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this ; and provided, further, that the foregoing indemnity agreement may permit indemnification for liabilities under with respect to any preliminary prospectus shall not inure to the Securities Act benefit of any Underwriter, or the benefit of any person who is controlling any Underwriter, if a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus (as then amended or Section 20 supplemented if the Company shall have furnished any amendments or supplements thereto and excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of such Underwriter to such person asserting any such losses, claims, damages or liabilities at or prior to the written confirmation of the Exchange Act sale of such Shares to such person, if required by law so to have been delivered, and whoif the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, at the date of this Agreementclaim, is a director damage or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofexpense.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred whatsoever (including the fees and disbursements of counsel chosen by the Representative), Representatives) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, at the time that such expense is incurred, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including ) or the Rule 430A Information or any preliminary prospectusBase Prospectus, any Issuer Free Writing Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). (2) Insofar as this ; and provided further, that the foregoing indemnity agreement may permit indemnification for liabilities under with respect to any untrue statement or omission from a Preliminary Prospectus shall not inure to the Securities Act benefit of any Underwriter (or any person who is a partner of an Underwriter controlling such Underwriter) from whom the person asserting such loss, liability, claim, damage or who controls an underwriter within the meaning of Section 15 expense purchased any of the Securities Act Shares that are the subject thereof if the Company shall sustain the burden of proving that: (i) the untrue statement or Section 20 omission contained in the Preliminary Prospectus (excluding documents incorporated by reference) was corrected, (ii) such person was not sent or given a copy of the Exchange Act and who, Final Prospectus (excluding documents incorporated by reference) which corrected the untrue statement or omission at or prior to the date of this Agreement, is a director or officer written confirmation of the Company or controls sale of such Shares to such person if required by applicable law, and (iii) the Company within the meaning satisfied its obligation to provide a sufficient number of Section 15 copies of the Securities Act or Section 20 of the Exchange Act, Final Prospectus to such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofUnderwriter.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue state statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthere in, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any if such settlement is effected with the written consent of the Company;; and (iii3) against any and all expense whatsoever, as incurred (including including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information 434 Information, if applicable, or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as ; and provided, further, that this indemnity agreement may permit indemnification for liabilities under with respect to any preliminary prospectus shall not inure to the Securities Act benefit of any underwriter from whom the person who is asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if the Offerors sustain the burden that a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus (as then amended or Section 20 supplemented if the Offerors shall have furnished any such amendments or supplements thereto), but excluding documents incorporated or deemed to be incorporated by reference, was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, at or prior to the written confirmation of the Exchange Act sale of such Securities to such person and whoif the Prospectus (as so amended or supplemented, at but excluding documents incorporated or deemed to be incorporated by reference therein) would have corrected the date of defect giving rise to such loss, liability, claim, damage or expense, it being understood that this Agreement, proviso shall have no application if such defect shall have been corrected in a document which is a director incorporated or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject deemed to the undertaking of the Company be incorporated by reference in the Registration Statement under Item 17 thereofProspectus.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter such Underwriter, as the case may be, within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, claim damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Computational Materials, ABS Term Sheets or Collateral Term Sheets distributed by such Underwriter, unless such untrue statement or alleged untrue statement of a material fact was made in reliance upon and in conformity with Derived Information provided by such Underwriter to the Company expressly for use in the Registration Statement, the Prospectus, the Computational Materials, ABS Term Sheets or Collateral Term Sheets and the untrue statement or alleged untrue statement did not derive from an inaccuracy in the Seller-Provided Information used in the preparation of such Computational Materials, ABS Term Sheets or Collateral Term Sheets; (iii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iiiiv) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representativesuch Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i), (ii) or (iiiii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company Corporation agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;Corporation; and (iii) against any and all expense expenses whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch, Pierce, Fenner and Smith Incorp▇▇▇▇▇▇ (the Representative"Lead Under▇▇▇▇▇▇"), reasonably r▇▇▇▇▇ably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Corporation by any Underwriter by or on behalf of such through the Lead Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus any amendment thereto) or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative Underwriters expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this ; and provided, further, that the foregoing indemnity agreement may permit indemnification for liabilities under with respect to any preliminary prospectus shall not inure to the Securities Act benefit of any Underwriter, or the benefit of any person who is controlling any Underwriter, if a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus (as then amended or Section 20 supplemented if the Company shall have furnished any amendments or supplements thereto and excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of such Underwriter to such person asserting any such losses, claims, damages or liabilities at or prior to the written confirmation of the Exchange Act sale of such Shares to such person, if required by law so to have been delivered, and whoif the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, at the date of this Agreementclaim, is a director damage or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofexpense.

Indemnification of Underwriters. (1) The Company agrees ▇▇▇▇ Parties, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); , or (2B) in any application materials or other document information provided to investors by, or written communication with the approval of, the Partnership in connection with the marketing of the offering of the Units (in this Section 5“Marketing Materials”) not constituting an Issuer Free Writing Prospectus, collectively called "application"including any “roadshow” (as defined under Rule 433 under the ▇▇▇▇ ▇▇▇) (x) executed or investor presentations made to investors by the Company Partnership (whether in person or (y) based upon written information furnished by the Companyelectronically), in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the CompanyPartnership; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives in accordance with Section 6(c) below), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or Information, the General Disclosure Package any preliminary prospectus, any Issuer Free Writing Prospectus or Prospectus, the Prospectus (or any amendment or supplement thereto)) or any Marketing Materials in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); , or (2any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq 1933 Act or any securities exchange; written Section 5(d) Communication, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusInformation, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under of the Securities 1933 Act Regulations (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus, or any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”) or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clauses (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under ; it being understood and agreed that the Securities Act of any person who is a partner of an Underwriter only such information furnished in writing by or who controls an underwriter within the meaning of Section 15 on behalf of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company several Underwriters for inclusion in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto): the last paragraph on the cover page concerning delivery of the Securities; the third paragraph of text under Item 17 thereofthe caption “Underwriting” concerning the terms of the offering by the Underwriters; and the first and second sentences of the seventh paragraph of text under the caption “Underwriting” concerning certain stabilizing transactions by the Underwriters.

Indemnification of Underwriters. (1) The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriterof the Underwriters, its affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering its and sale of the Securities, each of their respective directors, officers and employees, selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A 430B Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or Prospectus, the Prospectus (or any amendment or supplement thereto); ) or (2) any application or other document or written communication (in this Section 5the General Disclosure Package, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the CompanyTransaction Entities or in accordance with Section 6(d); (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters (subject to Section 6(c) below)), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). , in reliance upon and in conformity with written information furnished to the Transaction Entities by any Underwriter expressly for use therein (2the “Underwriter Information”), which Underwriter Information consists of: (i) Insofar as this indemnity agreement may permit indemnification for liabilities the name of the Underwriters, and (ii) the following information contained in the Prospectus under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within caption “Underwriting”: (A) the meaning of Section 15 of information regarding the Securities Act or Section 20 of the Exchange Act concession and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company reallowance appearing in the Registration Statement under Item 17 thereofthird paragraph, (B) the information regarding market making by the Underwriters appearing in the fifth paragraph, and (C) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the eighth and ninth paragraphs.

Indemnification of Underwriters. (1) The Company PSEG agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, omission or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any if such settlement is effected with the written consent of the Company;PSEG; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative)incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply (i) to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to PSEG by any Underwriter through the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). ) or (2ii) Insofar as this indemnity agreement may permit indemnification for liabilities under to any Underwriter in connection with any preliminary prospectus to the extent that any such loss, claim, damage or liability of such Underwriter results solely from the fact that such Underwriter sold Underwritten Securities Act to a person to whom it is established that there was not sent or given, at or prior to the written confirmation of any person who is such sale, a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act or Section 20 Prospectus (excluding documents incorporated by reference) in any case where such delivery is required by the 1933 Act, if PSEG has previously furnished to the Representatives on behalf of the Exchange Act Underwriters, including such Underwriter, the copies thereof theretofore requested by the Representatives, and whothe loss, at the date claim, damage or liability of this Agreement, is such Underwriter results from an untrue statement or omission of a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company material fact contained in a preliminary prospectus that was corrected in the Registration Statement under Item 17 thereofProspectus.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue state statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthere in, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any if such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the RepresentativeSalomon ▇▇▇▇▇ ▇▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, -------- ------- liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information 434 Information, if applicable, or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as ; and provided, further, that this indemnity agreement may permit indemnification for liabilities under with -------- ------- respect to any preliminary prospectus shall not inure to the Securities Act benefit of any underwriter from whom the person who is asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if the Offerors sustain the burden that a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus (as then amended or Section 20 supplemented if the Offerors shall have furnished any such amendments or supplements thereto), but excluding documents ments incorporated or deemed to be incorporated by reference, was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, at or prior to the written confirmation of the Exchange Act sale of such Securities to such person and whoif the Prospectus (as so amended or supplemented, at but excluding documents incorporated or deemed to be incorporated by reference therein) would have corrected the date of defect giving rise to such loss, liability, claim, damage or expense, it being understood that this Agreement, proviso shall have no application if such defect shall have been corrected in a document which is a director incorporated or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject deemed to the undertaking of the Company be incorporated by reference in the Registration Statement under Item 17 thereofProspectus.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Final Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;, and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing or and defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under the clauses (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an in writing by any Underwriter by or on behalf of such Underwriter or through the Representative Underwriters expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Final Prospectus (or any amendment or supplement thereto). (2) Insofar In addition to and without limitation of the Company's obligation to indemnify Merrill Lynch as this indemnity agreement may permit indemnification for liabilities under an Underwriter, the Securities Act of any person who is a partner of an Company also agrees to ▇▇▇▇▇▇i▇▇ ▇▇d hold harmless the Independent Underwriter or and each person, if any, who controls an underwriter the Independent Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, from and whoagainst any and all loss, at the date of this Agreementliability, is claim, damage and expense whatsoever, as incurred, incurred as a director or officer result of the Company or controls the Company Independent Underwriter's participation as a "qualified independent underwriter" within the meaning of Section 15 Rule 2720 of the Securities Act or Section 20 Conduct Rules of the Exchange Act, such indemnity agreement is subject to NASD in connection with the undertaking offering of the Company in the Registration Statement under Item 17 thereofSecurities.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees Offerors agree to jointly and severally indemnify and hold harmless (x) each Underwriter, its affiliates, as such term is defined in Rule 501(b(y) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act (each such person, a "Control Person") and (z) the respective partners, directors, officers, employees and agents of each Underwriter or any Control Person as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, litigation or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, omission or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.to

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriterof the Underwriters, its Forward Sellers and Forward Counterparties, their respective officers and employees, their respective affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, selling agents and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act as follows: (i1) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, omission or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d7(d) below) any such settlement is effected with the written consent of the Company; (iii3) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i1) or (ii2) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or any of the Representative Underwriters expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information 430B Information, or any preliminary prospectus, or any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), which information is described in Section 2(a)(7) hereof. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered and (B) any untrue statement or alleged untrue statement of a material fact included in the supplement or prospectus wrapper material distributed in connection with the reservation and sale of the Reserved Securities to eligible employees of the Company and other persons or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, when considered in conjunction with the Prospectus or preliminary prospectus, not misleading; (iii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; providedomission or in connection with any violation of the nature referred to in Section 6(a)(ii)(A) hereof, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iiiiv) against any and all expense whatsoever, as incurred (including subject to Section 6(c) the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionomission or in connection with any violation of the nature referred to in Section 6(a)(ii)(A) hereof, to the extent that any such expense is not paid under (i), (ii) or (iiiii) above; provided, however, that this indemnity agreement shall not apply to any loss, -------- ------- liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that -------- ------- the Company will not be liable to any Underwriter or any person controlling such Underwriter with respect to any such untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus to the extent that the Company shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that the Underwriter sold securities to a person to whom such Underwriter failed to send or give, at or prior to the written confirmation of the sale of such Securities, a copy of the Prospectus (as amended or supplemented) if the Company has previously furnished copies thereof to the Underwriter (sufficiently in advance of the Closing Time to allow for distribution of the Prospectus in a timely manner) and complied with their obligations under Sections 3(b), 3(c) and 3(d) hereof and the loss, liability, claim, damage or expense of the Underwriter resulted from an untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from such preliminary prospectus (as amended or supplemented) which was corrected in the Prospectus (as amended or supplemented). (2) Insofar In addition to and without limitation of the Company's obligation to indemnify ▇▇▇▇▇▇▇ ▇▇▇▇▇ as this indemnity agreement may permit indemnification for liabilities under an Underwriter, the Securities Act of any person who is a partner of an Company also agrees to indemnify and hold harmless the Independent Underwriter or and each person, if any, who controls an underwriter the Independent Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, from and whoagainst any and all loss, at the date of this Agreementliability, is claim, damage and expense whatsoever, as incurred, incurred as a director or officer result of the Company or controls the Company Independent Underwriter's participation as a "qualified independent underwriter" within the meaning of Section 15 Rule 2720 of the Securities Act or Section 20 Conduct Rules of the Exchange ActNational Association of Securities Dealers, such indemnity agreement is subject to Inc. in connection with the undertaking offering of the Company in the Registration Statement under Item 17 thereofSecurities.

Indemnification of Underwriters. (1) The Company agrees and the Operating Partnership jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering ) and sale of the Securities, each of their respective directors, officers and employeesits selling agents, and each person, if any, who controls any Underwriter (as the case may be) within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be part thereof pursuant to Rule 430A Information 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or are based upon any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); , or (2B) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order “issuer information” filed or required to qualify the Securities be filed pursuant to Rule 433(d) under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq 1933 Act or any securities exchange; road show as defined in Rule 433(h) under the 1933 Act (a “road show”), or the omission or alleged omission therefrom in any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or in any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act or any road show of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising 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 written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule ▇▇▇▇, ▇▇▇ ▇▇▇▇ show or “issuer information” filed or required to be filed pursuant to Rule 433(d) under Item 17 thereofthe 1933 Act in reliance upon and in conformity with the Banks’ Information.

Indemnification of Underwriters. (1) The Company agrees to will indemnify and hold harmless each Underwriter, its affiliatespartners, as such term is defined in Rule 501(b) under the Securities Act (eachmembers, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, as follows: (i) an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other United States federal or state statutory law or regulation, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977 or any other law, rule or regulation of similar purpose and expense whatsoeverscope, at common law or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any failure to comply with or violation of Section 5 of the Securities Act, (ii) any failure by the Company to comply with or violation of any state securities or blue sky laws in connection with the offering and sale of the Securities, or (iii) any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement (or any amendment thereto)) at any time, including or in the Rule 430A Information Base Prospectus, any Preliminary Prospectus, or any other preliminary prospectus related to the Securities, the Disclosure Package, Final Prospectus, or any Issuer Free Writing Prospectus, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom from any of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made documents in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative expressly specifically for use in therein, it being understood and agreed that the Registration Statement (or Prospectus or only such information furnished by any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 consists of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, information described as such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofsubsection (b) below.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule rule 501(b) under the Securities Act ▇▇▇▇ ▇▇▇) (each, an "Affiliate"“Affiliates”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employeesits selling agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Issuer-Represented Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇ ▇▇▇▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Issuer-Represented Free Writing Prospectus Prospectus, or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under ; provided that the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within parties acknowledge and agree that the meaning of Section 15 of only written information that the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of Underwriters have furnished to the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company specifically for inclusion in the Registration Statement Statement, preliminary prospectus and Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting” and the information contained under Item 17 thereofthe caption “Underwriting — Price stabilization, short positions and passive market making.”

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its it affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage damage, expense or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and expense whatsoeversales of Securities), as incurred, arising out of (A) any untrue statement or alleged untrue statement of a material fact contained in the preliminary prospectus, Registration Statement or the Prospectus (or any amendment or supplement thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or (B) the omission or alleged omission therefrom in any preliminary prospectus, the Registration Statement or the Prospectus (or any amendment or supplement thereto), of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Registration Statement or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇ and Bear, ▇▇▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by through ▇▇▇▇▇▇▇ ▇▇▇▇▇ or on behalf of such Underwriter or the Representative Bear, ▇▇▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as and provided further that the Company will not be liable to any Underwriter with respect to any Prospectus to the extent that the Company shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that such Underwriter, in contravention of a requirement of this indemnity agreement may permit indemnification for liabilities under Agreement or applicable law, sold Securities to a person to whom such Underwriter failed to send or give, at or prior to the Securities Act of any person who is Closing Date, a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act final Prospectus, as then amended or Section 20 supplemented if: (i) the Company has previously furnished copies thereof (sufficiently in advance of the Exchange Act and who, at Closing Date to allow for distribution by the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject Closing Date) to the undertaking Underwriter and the loss, liability, claim, damage or expense of such Underwriter resulted from an untrue statement or omission of a material fact contained in or omitted from the Company preliminary Prospectus which was corrected in the Registration Statement under Item 17 thereoffinal Prospectus as, if applicable, amended or supplemented prior to the Closing Date and such final Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person and (ii) such failure to give or send such final Prospectus by the Closing Date to the party or parties asserting such loss, liability, claim, damage or expense would have constituted the sole defense to the claim asserted by such person.

Indemnification of Underwriters. (1) The Company agrees Offerors jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Trust and the Company;; and (iii) against any and all expense whatsoever, as incurred whatsoever (including the fees and disbursements of counsel chosen by the Representative), A.G. Edwards) reasonably incurred in investigating, preparing or defending ▇▇ ▇▇▇▇▇▇▇▇g against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, at the time that such expense is incurred, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, -------- ------- liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through A.G. Edwards expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement a▇▇ ▇▇▇▇▇▇▇▇▇ thereto), including the Rule 430A Information ) or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as ; and provided, further, that this indemnity agreement may permit indemnification for liabilities under with respect to any preliminary prospectus shall not inure to the Securities Act benefit of any Underwriter from whom the person who is asserting any such loss, liability, claim, damage or expenses purchased Securities, or any person controlling such Underwriter, if the Offerors sustain the burden of proving that a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus (as then amended or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of supplemented if the Company or controls the Company within Trust shall have furnished any such amendments or supplements thereto, but excluding documents incorporated or deemed to be incorporated by reference therein), was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, at or prior to the meaning of Section 15 written confirmation of the sale of such Securities Act to such person and if the Prospectus (as so amended or Section 20 of supplemented, but excluding documents incorporated or deemed to be incorporated by reference therein) would have corrected the Exchange Actdefect giving rise to such loss, liability, claim, damage or expense, it being understood that this proviso shall have no application if such indemnity agreement defect shall have been corrected in a document which is subject incorporated or deemed to the undertaking of the Company be incorporated by reference in the Registration Statement under Item 17 thereofProspectus.

Indemnification of Underwriters. (1) The Company Depositor agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriters and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below)) any such settlement is effected with the written consent of the Company;Depositor; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter Depositor by or on behalf of such Underwriter or the Representative Underwriters expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its partners, officers and directors, its affiliates, as such term is defined in under Rule 501(b) under the Securities Act 405 (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, if any, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, the Statutory Prospectus, any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package, the Prospectus or the any roadshow that does not constitute an Issuer-Represented Free Writing Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information 430B Information, if any, or any preliminary prospectus, the Statutory Prospectus, any Issuer Issuer-Represented Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company Issuer and each of the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or Prospectus, the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; Company Additional Written Communication, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under , or any Company Additional Written Communication, it being understood and agreed that the Securities Act of only such information furnished by any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 consists of the Securities Act or information described as such in Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof6(b).

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, each affiliate of any Underwriter within the meaning of Rule 405 under the 1933 Act and HRH as follows: (i) against any and all loss, liability, claim and damage (including, without limitation, any legal or other expenses reasonably incurred in investigating or defending any such liability or claim, damage and expense ) whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Company Registration Statement (or any amendment thereto), including the Company Rule 430A Information and the Company Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Company Preliminary Prospectus or the Company Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d7(e) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representativecounsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Company Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Company Rule 430A Information and the Company Rule 434 Information, if applicable, or any preliminary prospectus, any Issuer Free Writing Company Preliminary Prospectus or the Company Prospectus (or any amendment or supplement thereto); and provided, further, that the foregoing indemnity with respect to any Company Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages, or liabilities purchased Securities, or any person controlling such Underwriter, if a copy of the Company Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the Company Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 3(d) hereof. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or HRH agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls an underwriter any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act and who, at the date each affiliate of this Agreement, is a director or officer of the Company or controls the Company any Underwriter within the meaning of Rule 405 under the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the HRH Registration Statement (or any amendment thereto), including the HRH Rule 430A Information and the HRH Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any HRH Preliminary Prospectus or the HRH Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 15 7(d) below) any such settlement is effected with the written consent of HRH; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to HRH by any Underwriter through the Representatives expressly for use in the HRH Registration Statement (or any amendment thereto), including the HRH Rule 430A Information and the HRH Rule 434 Information, if applicable, or any HRH Preliminary Prospectus or the HRH Prospectus (or any amendment or supplement thereto); and provided, further, that the foregoing indemnity with respect to any HRH Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages, or liabilities purchased Securities, or any person controlling such Underwriter, if a copy of the HRH Prospectus (as then amended or supplemented if HRH shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities Act to such person, and if the HRH Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by HRH with Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof4(d) hereof.

Indemnification of Underwriters. (1) The Company Depositor agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriters and each person, if any, who controls any Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Computational Materials, ABS Term Sheets or Collateral Term Sheets distributed by any Underwriter; (iii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below7(d)) any such settlement is effected with the written consent of the Company;Depositor and the Sponsor; and (iiiiv) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.untrue

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising that such Underwriter, its Affiliates, its selling agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, may become subject under the 1933 Act, the 1934 Act, the 1940 Act, any U.S. federal or state statutory law or regulation, any Canadian federal or provincial statutory law or regulation or at common law or otherwise, insofar as such loss, liability, claim, damage arises out of or is based on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectusprospectus (delivered to the Underwriters for use in connection with the offering contemplated by this Agreement, which is dated April 28, 2008), the Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information Information, or any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each UnderwriterUnderwriter and each Selling Shareholder, its affiliates, their respective affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering selling agents and sale of the Securities, each of its and their respective directorsofficers, officers directors and employees, employees and each person, if any, who controls any Underwriter or any Selling Shareholder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectusGeneral Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the CompanyCompany and the Selling Shareholders; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusInformation, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). (2) in reliance upon and in conformity with the Underwriter Information. Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities 1933 Act of any person who is a partner of an Underwriter or who controls an underwriter Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, such indemnity agreement is subject to the undertaking Company has been advised that in the opinion of the Company Commission such provisions may contravene Federal public policy as expressed in the Registration Statement 1933 Act and may therefore be unenforceable. In the event that a claim for indemnification under Item 17 thereofsuch agreement for any such liabilities (except insofar as such agreement provides for the payment by the Company of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such a person, the Company will submit to a court of appropriate jurisdiction (unless in the opinion of counsel for the Company the matter has already been settled by controlling precedent) the question of whether or not indemnification by it for such liabilities is against public policy as expressed in the 1933 Act and therefore unenforceable, and the Company will be governed by the final adjudication of such issue.

Indemnification of Underwriters. (1) The Company agrees and the Selling Shareholder, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing prospectus or the U.S. Prospectus or the Canadian Prospectus or Supplementary Material (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) breach by the Company of its covenant provided for in Section 3(k) or the violation of any applicable laws or regulations of jurisdictions outside of Canada and the United States where Reserved Securities have been offered and (B) any untrue statement or alleged untrue statement of a material fact included in the supplement or prospectus wrapper material distributed in connection with the reservation and sale of the Reserved Securities to eligible employees or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, when considered in conjunction with the Canadian Prospectus, the U.S. Prospectus, the Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the U.S. Preliminary Prospectus or the Amended U.S. Preliminary Prospectus, not misleading; (iii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, or in connection with any violation of the nature referred to in Section 6(a)(1)(ii)(A); provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;Company or the Selling Shareholder; and (iiiiv) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i), (ii) or (iiiii) above; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent incurred or arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the U.S. Prospectus or the Canadian Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus Supplementary Material (or any amendment or supplement thereto); and provided, further, that the foregoing indemnity as it applies to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a copy of the U.S. Prospectus or the Canadian Prospectus (as then amended or supplemented if the Company shall have furnished any such amendments or supplements thereto), as applicable, was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, and if the U.S. Prospectus or the Canadian Prospectus (as so amended or supplemented), as applicable, would have corrected the defect giving rise to such loss, liability, claim, damage or expense, and provided, further, that the liability of the Selling Shareholder under this Section 6 shall be limited to the gross proceeds (before expenses) received by it from the sale of Securities under this Agreement. (2) Insofar In addition to and without limitation of the Company's and the Selling Shareholder's obligation to indemnify ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as this indemnity agreement may permit indemnification for liabilities under Underwriters, the Securities Act of any person who is a partner of an Company and the Selling Shareholder also, jointly and severally, agree to indemnify and hold harmless the Independent Underwriter or and each person, if any, who controls an underwriter the Independent Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking from and against any and all loss, liability, claim, damage and expense whatsoever, as incurred, incurred as a result of the Company Independent Underwriter's participation as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the NASD in connection with the Registration Statement under Item 17 thereofoffering of the Securities.

Indemnification of Underwriters. (1) The Company agrees and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d7(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeBanc of America Securities LLC (subject to Section 7(c))), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term each person that is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative affiliate or a selling agent of any Underwriter and that participates is involved in the offering and or sale of the Securities, each of their respective directors, officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including including, without limitation, the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1A) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package (or any part thereof) or the Prospectus (or any amendment or supplement thereto); ) or (2B) any application materials or other document information provided to investors by, or written communication with the approval of, the Company in connection with the marketing of the offering of the Securities (in this Section 5“Marketing Materials”), collectively called "application") (x) executed including any road show or investor presentations made by the Company (whether in person or (y) based upon written information furnished by the Companyelectronically and including any live or recorded road show or presentations), in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information ) or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees and the Banks, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule rule 501(b) under the Securities Act ▇▇▇▇ ▇▇▇) (each, an "Affiliate"“Affiliates”), each dealer selected by the Representative that participates in the offering its and sale of the Securitiesits Affiliates’ respective selling agents, each of their respective partners, directors, officers officers, employees and employees, agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, as follows1934 Act to the extent and in the manner set forth below: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, (A) arising out of any violation of any applicable laws, rules or regulations of any foreign jurisdiction where Reserved Securities have been or are offered or sold, or (B) arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Issuer-Represented Free Writing Prospectus, any Issuer-Represented Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, omission or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by or before any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, omission or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, ; (iv) provided that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company Underwriter Information. Notwithstanding the foregoing, the indemnification obligation of the Banks in this Section 6 shall be limited with respect to an Underwriter the Banks to the extent necessary if (a) a Governmental Entity having jurisdiction over one of the Banks by written communication addressed to such Bank or on behalf its board of directors, including in connection with any examination of such Underwriter Bank, informs the Bank or its board of directors that such Governmental Entity has determined that such indemnification violates Sections 23A or 23B of the Federal Reserve Act, as amended, or another law, rule, regulation or policy applicable to the Bank or the Representative expressly for use Company, (b) a Governmental Entity notifies one of the Banks that any indemnification would result in an adverse impact on such Bank’s examination ratings, (c) such indemnification would give rise to civil money penalties or other sanctions, or (d) one of the Registration Statement (Banks determines, upon the written opinion of counsel, that any indemnification made by such Bank hereunder would violate any law, rule, regulation or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus policy applicable to such Bank or the Prospectus (Company. The obligations of the Company and the Banks under this Section 6 and Section 7 below shall be in addition to any liability which the Company or any amendment or supplement thereto). (2) Insofar as this indemnity agreement the Banks may permit indemnification for liabilities under otherwise have and shall extend, upon the Securities Act of any person who is a partner of an Underwriter or same terms and conditions, to each Underwriter, its Affiliates, its and its Affiliates’ respective selling agents, partners, directors, officers, employees and agents and each person, if any, who controls an underwriter any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act; and the several obligations of the Underwriters under this Section 6 and Section 7 below shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company (including any person who, at the date of this Agreementwith his or her consent, is named in the Registration Statement as about to become a director or of the Company), each officer of the Company or who signs the Registration Statement and to each person, if any, who controls the Company or the Banks, as the case may be, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 1933 Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees Transaction Entities, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directorsits selling agents, officers and employees, directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based on any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); ) or (2B) in any application materials or other document information provided to investors by, or written communication with the approval of, the Company in connection with the marketing of the offering of the Securities (in this Section 5“Marketing Materials”), collectively called "application") (x) executed including any roadshow or investor presentations made to investors by the Company (whether in person or (y) based upon written information furnished by the Companyelectronically), in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom in any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to ------------------------------- indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that (i) this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus any amendment thereto) or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). ) and (2ii) Insofar as this such indemnity agreement may permit indemnification for liabilities under with respect to any Preliminary Prospectus or the Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, liability, claim, damage or expense purchased the Securities Act which are the subject thereof if the Underwriters did not send or deliver to such person a copy of any person who is a partner the Prospectus (or the Prospectus, as amended or supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of an Underwriter or who controls an underwriter within the meaning of Section 15 sale of the Securities Act or Section 20 of to such person in any case where such delivery is required by the Exchange 1933 Act and whothe untrue statement or omission of a material fact contained in any Preliminary Prospectus or the Prospectus was corrected in the Prospectus (or the Prospectus, at the date of this Agreement, is a director as amended or officer of supplemented). This indemnity agreement will be in addition to any liability which the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofmay otherwise have.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to -------- ------- any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information ) or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as ; and provided, further that this indemnity agreement may permit indemnification for liabilities under shall not inure to the Securities Act benefit of any Underwriter or any person who is controls such Underwriter on account of any such loss, liability, claim, damage or expense arising out of any such defect or alleged defect in any preliminary prospectus if a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act or Section 20 Prospectus (exclusive of the Exchange Act and who, at documents incorporated by reference therein) shall not have been given or sent by such Underwriter with or prior to the date of this Agreement, is a director or officer written confirmation of the Company sale involved to the extent that (i) the Prospectus would have cured such defect or controls the Company within the meaning of Section 15 alleged defect and (ii) sufficient quantities of the Securities Act or Section 20 of the Exchange Act, Prospectus were timely made available to such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofUnderwriter.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, Section 5(d) Writing distributed by the Company or authorized by the Company to be distributed by any other person or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information Information, or any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, Section 5(d) Writing or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statements (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, as follows: (i) a. against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) b. against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; providedomis sion, that (subject to Section 6(d) below) any if such settlement is effected with the written consent of the Company;; and (iii) c. against any and all expense whatsoever, as incurred (including including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, -------- ------- liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as ; and provided, further, that this indemnity -------- ------- agreement may permit indemnification for liabilities under with respect to any preliminary prospectus shall not inure to the Securities Act benefit of any underwriter from whom the person who is asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus (as then amended or Section 20 supplemented if the Offerors shall have furnished any such amendments or supplements thereto), but excluding documents incorporated or deemed to be incorporated by reference, was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, at or prior to the written confirmation of the Exchange Act sale of such Securities to such person and whoif the Prospectus (as so amended or supplemented, at but ex cluding documents incorporated or deemed to be incorporated by reference therein) would have corrected the date of defect giving rise to such loss, liability, claim, damage or expense, it being under stood that this Agreement, proviso shall have no application if such defect shall have been corrected in a document which is a director incorporated or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject deemed to the undertaking of the Company be incorporated by reference in the Registration Statement under Item 17 thereofProspectus.

Indemnification of Underwriters. (1) The Company agrees to indemnify and ------------------------------- hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any if such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that (A) this indemnity agreement shall not apply to any -------- ------- loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information ) or any preliminary prospectus, any Issuer Free Writing Prospectus preliminary prospectus supplement or the Prospectus (or any amendment or supplement thereto). , and (2B) Insofar as with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus or preliminary prospectus supplement, this indemnity agreement may permit indemnification for liabilities under shall not inure to the Securities Act benefit of any Underwriter (or to the benefit of any person who is a partner of an controlling such Underwriter or who controls an underwriter within the meaning of Section 15 ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇) to the extent that any such loss, liability, claim, damage or expense of such Underwriter or any person controlling such Underwriter results from the fact that such Underwriter sold Securities to a person to whom there was not sent or given by such Underwriter or on such Underwriter's behalf at or prior to the written confirmation of the sale of such Securities Act or Section 20 to such person, a copy of the Exchange Act Prospectus (as then amended or supplemented), if required by law to have been so delivered, and whoif the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, at the date of this Agreementliability, is a director claim, damage or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofexpense.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included or incorporated by reference in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d‎6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoeverreasonable expense, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i‎(i) or (ii‎(ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information or 430B, any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the RepresentativeWachovia), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through Wachovia expressly for use in the Registration Statement (or Prospectus or any amendment thereof thereto) or supplement thereto), including the Rule 430A Information or in any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as ; and provided, further, that this indemnity agreement may permit indemnification for liabilities under with respect to any preliminary prospectus shall not inure to the Securities Act benefit of any Underwriter from whom the person who is asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus (as then amended or Section 20 supplemented if the Company shall have furnished any such amendments or supplements thereto, but excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, at or prior to the written confirmation of the Exchange Act sale of such Securities to such person and whoif the Prospectus (as so amended or supplemented, at if applicable) would have corrected the date of defect giving rise to such loss, liability, claim, damage or expense, except that this Agreement, proviso shall not be applicable if such defect shall have been corrected in a document which is a director incorporated or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject deemed to the undertaking of the Company be incorporated by reference in the Registration Statement under Item 17 thereofProspectus.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement and any documents incorporated by reference therein (or any amendment thereto), including the Rule 430A 430B Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus and any documents incorporated by reference therein (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; other offering document, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeCiti), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be part of the Registration Statement pursuant to Rule 430A Information 430A(b) or Rule 434 of the 1933 Act Regulations, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representativeyou), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; providedPROVIDED, howeverHOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through you expressly for use in the Registration Statement (or Prospectus any amendment thereto) or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this . The foregoing indemnity agreement may permit indemnification for liabilities under with respect to any Preliminary Prospectus shall not inure to the Securities Act benefit of any Underwriter who failed to deliver the Prospectus (as then amended or supplemented, provided to the several Underwriters in the requisite quantity and on a timely basis to permit proper delivery on or prior to the Closing Time) to the person who is asserting any losses, claims, damages and liabilities and judgments caused by any untrue statement or alleged untrue statement of a partner material fact contained in any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such material misstatement or omission or alleged material misstatement or omission was cured, as determined by a court of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is competent jurisdiction in a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is decision not subject to further appeal, in such Prospectus and such Prospectus was required by law to be delivered at or prior to the undertaking written confirmation of the Company in the Registration Statement under Item 17 thereofsale to such person.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1A) any preliminary prospectusthe Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); , or (2B) in any application materials or other document information provided to investors by, or written communication with the approval of, the Company in connection with the marketing of the offing of the Securities (in this Section 5“Marketing Materials”), collectively called "application") (x) executed including any road show or investor presentation made to investors by the Company (whether in person or (y) based upon written information furnished by the Companyelectronically), in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all reasonable expense whatsoever, as incurred (including the fees and disbursements of one counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this in reliance upon and in conformity with the Underwriter Information. The indemnity agreement may permit indemnification for set forth in this Section 6(a) shall be in addition to any liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of that the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofmay otherwise have.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the ▇▇▇▇ ▇▇▇) involved or participating in the offering, distribution or sale of the Securities Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates its selling agents participating in the offering and offering, distribution or sale of the Securities, each of their respective directors, officers and employees, Securities and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information Information, or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this . The foregoing indemnity agreement may permit indemnification for liabilities under with respect to any untrue statement contained in or any omission from the Securities Act Prospectus shall not inure to the benefit of any Underwriter (or any Affiliate or selling agent of, or any person who is a partner of an Underwriter controlling, such Underwriter) from whom the person asserting any such loss, liability, claim, damage or who controls an underwriter within the meaning of Section 15 expense purchased any of the Securities Act that are the subject thereof if the Company shall sustain the burden of proving that (i) the untrue statement or Section 20 omission contained in the Prospectus was corrected; (ii) such person was not sent or given a copy of the Exchange Act Prospectus (excluding documents incorporated by reference) which corrected the untrue statement or omission at or prior to the written confirmation of the sale of such Securities to such person if required by applicable law; and who, at (iii) the date Company satisfied its obligation pursuant to Section 3(d) of this Agreement, is Agreement to provide a director or officer sufficient number of copies of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject Prospectus to the undertaking of the Company in the Registration Statement under Item 17 thereofUnderwriters.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the RepresentativeFirst Union), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, -------- ------- liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through First Union expressly for use in the Registration Statement (or Prospectus or any amendment thereof thereto) or supplement thereto), including the Rule 430A Information or in any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as ; and provided, further, that this indemnity agreement may permit indemnification for liabilities under with respect to any preliminary prospectus shall not inure to the Securities Act benefit of any Underwriter from whom the person who is asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus (as then amended or Section 20 supplemented if the Company shall have furnished any such amendments or supplements thereto, but excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, at or prior to the written confirmation of the Exchange Act sale of such Securities to such person and whoif the Prospectus (as so amended or supplemented, at if applicable) would have corrected the date of defect giving rise to such loss, liability, claim, damage or expense, except that this Agreement, proviso shall not be applicable if such defect shall have been corrected in a document which is a director incorporated or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject deemed to the undertaking of the Company be incorporated by reference in the Registration Statement under Item 17 thereofProspectus.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus supplement or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or 18 threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred whatsoever (including the fees and disbursements of counsel chosen by the Representativeyou), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through you expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus supplement or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this . The foregoing indemnity agreement may permit indemnification for liabilities under with respect to any untrue statement contained in or any omission from the Securities Act Prospectus shall not inure to the benefit of any Underwriter (or any person who is a partner of an Underwriter controlling such Underwriter) from whom the person asserting any such loss, liability, claim, damage or who controls an underwriter within the meaning of Section 15 expense purchased any of the Offered Securities Act that are the subject thereof if the Company shall sustain the burden of proving that (i) the untrue statement or Section 20 omission contained in the Prospectus was corrected; (ii) such person was not sent or given a copy of the Exchange Act Prospectus (excluding documents incorporated by reference) which corrected the untrue statement or omission at or prior to the written confirmation of the sale of such Offering Securities to such person if required by applicable law; and who, at (iii) the date Company satisfied its obligation pursuant to Section 3(f) of this Agreement, is Agreement to provide a director or officer sufficient number of copies of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject Prospectus to the undertaking of the Company in the Registration Statement under Item 17 thereofUnderwriters.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, its their affiliates, as such term is defined in Rule 501(b501-(b) under the Securities Act (each, an "“Affiliate"), each dealer selected by ”) and the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq thereto or any securities exchange; documents deemed to be incorporated by reference therein), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d9(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement theretothereto or any documents deemed to be incorporated by reference therein). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under , it being understood and agreed that the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within only such information furnished by the meaning of Section 15 Underwriters consists of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, information described as such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofsubsection (b) below.

Indemnification of Underwriters. (1) The Company Each of the Transaction Entities, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under of the Securities 1933 Act Regulations (each, an "“Affiliate"”)), each dealer selected by and the Representative that participates in the offering and sale of the Securities, each of their respective directorsselling agents, officers and employees, directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); , or (2B) in any application materials or other document information provided to investors by, or written communication with the approval of, the Company in connection with the marketing of the offering of the Securities (in this Section 5“Marketing Materials”), collectively called "application") (x) executed including any road show or investor presentations made to investors by the Company (whether in person or (y) based upon written information furnished by the Companyelectronically), in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom in any preliminary prospectus, Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date therein. For purposes of this Agreement, is a director or officer of the Company or controls only information so furnished shall be the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company information in the Registration Statement first paragraph under Item 17 thereofthe heading “Underwriting-Commission and Expenses” and the information in the first, second, third and fourth paragraphs under the heading “Underwriting-Stabilization” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering directors and sale of the Securities, each of their respective directors, officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the 13 statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionomission in either case of the nature described in clause (i) above; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeMerrill Lynch), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever ▇▇▇▇▇ w▇▇▇▇▇ever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under of the Securities 1933 Act Regulations (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus, or any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”) or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clauses (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under ; it being understood and agreed that the Securities Act of any person who is a partner of an Underwriter only such information furnished in writing by or who controls an underwriter within the meaning of Section 15 on behalf of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company several Underwriters for inclusion in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus, Non-IFWP Road Show or the Prospectus (or any amendment or supplement thereto): the last paragraph on the cover page concerning delivery of the Securities; the fifth paragraph of text under Item 17 thereofthe caption “Underwriting” concerning the terms of the offering by the Underwriters; and the first and second sentences of the tenth paragraph of text and the third and fourth sentences under the eleventh paragraph of text under the caption “Underwriting” concerning certain stabilizing transactions by the Underwriters.

Indemnification of Underwriters. (1) The Company agrees Fund and the Advisers, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliatesaffiliates and agents who have, as such term is defined in Rule 501(b) under the Securities Act (eachor alleged to have, an "Affiliate"), each dealer selected by the Representative that participates participated in the offering and sale distribution of the Securities, each of their respective directors, officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission in any preliminary prospectus, the General Disclosure Package or the Prospectus therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the Company;Fund; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusInformation, the General Disclosure Package, any Issuer Free Writing Prospectus Rule 482 Statement or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective its directors, officers and employeesits officers, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); ) or (2B) in any application materials or other document information provided to investors by, or written communication (with the approval of, the Company in this Section 5connection with the marketing of the offering of the Shares, collectively called "application") (x) executed including any roadshow or investor presentations made to investors by the Company (whether in person or (y) based upon written information furnished by the Companyelectronically), in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives (subject to Section 6(c))), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees Delphi Parties jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, as follows: (i) against any and all loss, liability, claim, claim and damage and expense whatsoever, as incurred, arising out of caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of caused by any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any , and all loss, liability, claim, damage and expense whatsoeveragrees to reimburse each such indemnified party, as incurred, to the extent of the aggregate amount paid for any legal or other expenses reasonably incurred by them in settlement of connection with investigating, defending or settling any litigationsuch losses, claims, damages, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or liabilities after receipt of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveadequate documentation relating thereto; provided, however, that the foregoing indemnity agreement, with respect to any preliminary prospectus or Prospectus, shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages, or liabilities purchased securities, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages, or liabilities, and; provided, further, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter Delphi Parties by or on behalf of such Underwriter or the Representative or any Underwriter through Merrill Lynch expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto▇▇▇▇▇▇▇n▇ ▇▇▇reto), including the Rule 430A Information Information, or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative Underwriters through the Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this ; and provided, further, that the foregoing indemnity agreement may permit indemnification for liabilities under with respect to any preliminary prospectus shall not inure to the Securities Act benefit of any Underwriter, or the benefit of any person who is controlling any Underwriter, if a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus (as then amended or Section 20 supplemented if the Company shall have furnished any amendments or supplements thereto and excluding documents incorporated or deemed to be incorporated by reference therein) was not sent or given by or on behalf of such Underwriter to such person asserting any such losses, claims, damages or liabilities at or prior to the written confirmation of the Exchange Act sale of such Shares to such person, if required by law so to have been delivered, and whoif the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, at the date of this Agreementclaim, is a director damage or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofexpense.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and reasonable expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and reasonable expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, PROVIDED that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as reasonably incurred (including the reasonable fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; providedPROVIDED, howeverHOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this ; PROVIDED, further, that the foregoing indemnity agreement may permit indemnification for liabilities under with respect to any untrue statement contained in or any omission from the Securities Act Registration Statement shall not inure to the benefit of any Underwriter from whom the person who is a partner of an Underwriter asserting any such loss, liability, claim, damages or who controls an underwriter within the meaning of Section 15 expense purchased any of the Securities Act or Section 20 of that are the Exchange Act and who, at the date of this Agreement, is a director or officer of subject thereof if the Company shall sustain the burden of proving that (i) the untrue statement or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company omission contained in the Registration Statement under Item 17 thereofwas corrected and (ii) such person was not sent or given a copy of the Prospectus which corrected the untrue statement or omission at or prior to the written confirmation of the sale of such Securities to such person.

Indemnification of Underwriters. (1) The Company agrees Fund, the Manager, the Commodity Subadvisor and the Collateral Subadvisor, jointly and severally, agree to indemnify and hold harmless each UnderwriterUnderwriter and its officers, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers employees, affiliates and employeesagents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectusPreliminary Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus Prospectus, Bona Fide Electronic Road Show or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the Company;Fund; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇, [—] and [—]), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter Fund, the Manager, the Commodity Subadvisor or the Representative Collateral Subadvisor by any Underwriter through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information Information, or any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date . For purposes of this Agreement, is a director or officer of the Company or controls only information so furnished shall be the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company information in the Registration Statement first paragraph under Item 17 thereofthe heading “Underwriting–Commissions and Discounts” and the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Underwriter Information”).

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionomission referred to under (i) above; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, referred to under (i) above, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as and provided, further, that this indemnity agreement may permit indemnification for liabilities under shall not inure to the Securities Act benefit of such Underwriter or any person controlling such Underwriter on account of any loss, claim, damage, liability or action arising from the sale of Securities to any person who is by such Underwriter if such Underwriter failed to send or give a partner copy of an Underwriter amendment or who controls an underwriter within supplement to the meaning Prospectus to that person and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in the Prospectus was corrected in said amendment or supplement and the delivery thereof was required by law and would have constituted a complete defense to the claim of that person, unless such failure resulted from non-compliance by the Company with Section 15 3(a) or (b). For purposes of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject second proviso to the undertaking of immediately 17 preceding sentence, the Company term Prospectus shall not be deemed to include the documents incorporated by reference therein, and no Underwriter shall be obligated to send or give any supplement or amendment to any document incorporated by reference in the Registration Statement under Item 17 thereofProspectus to any person.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom in any preliminary prospectus, Issuer Free Writing Prospectus or Prospectus of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the CompanyCompany and the Selling Stockholders; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectusInformation, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue state statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinthere in, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any if such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇ ▇▇▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information 434 Information, if applicable, or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as ; and provided, further, that this indemnity agreement may permit indemnification for liabilities under with respect to any preliminary prospectus shall not inure to the Securities Act benefit of any underwriter from whom the person who is asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if the Offerors sustain the burden that a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus (as then amended or Section 20 supplemented if the Offerors shall have furnished any such amendments or supplements thereto), but excluding documents incorporated or deemed to be incorporated by reference, was not sent or given by or on behalf of such Underwriter to such person, if such is required by law, at or prior to the written confirmation of the Exchange Act sale of such Securities to such person and whoif the Prospectus (as so amended or supplemented, at but excluding documents incorporated or deemed to be incorporated by reference therein) would have corrected the date of defect giving rise to such loss, liability, claim, damage or expense, it being understood that this Agreement, proviso shall have no application if such defect shall have been corrected in a document which is a director incorporated or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject deemed to the undertaking of the Company be incorporated by reference in the Registration Statement under Item 17 thereofProspectus.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: : (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; ; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; ; and (iii) against any and all expense whatsoever, as incurred whatsoever (including the fees and disbursements of one counsel chosen by the RepresentativeUnderwriters), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, ; and the Company shall reimburse each Underwriter and each controlling person promptly upon demand for any legal or other expenses reasonably incurred by each Underwriter and each controlling person in connection with investigating or defending or preparing to the extent that defend against any such expense is not paid loss, liability, claim, damage, or action under (i), (ii) or (iiiii) aboveabove as such expenses are incurred; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through CLS expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as ; and provided further that this indemnity agreement may permit indemnification for liabilities under shall not apply to any loss, liability, claim, damage, or expense that results from the Securities Act failure or alleged failure by the Underwriters to deliver a prospectus as required by the 1933 Act, or to the extent that it is determined in a final judgment by a court of any person who is a partner of an Underwriter competent jurisdiction that such loss, liability, claim, damage, or who controls an underwriter within action resulted directly from the meaning of Section 15 gross negligence or willful misconduct of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofUnderwriters.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule rule 501(b) under the Securities Act ▇▇▇▇ ▇▇▇) (each, an "Affiliate"“Affiliates”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employeesits selling agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, the Prospectus or the Prospectus General Disclosure Package (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionomission ; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and reasonably satisfactory to the RepresentativeCompany), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Issuer-Represented Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communications, any road show, the General Disclosure Package, or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under ; provided further that the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within parties acknowledge and agree that the meaning of Section 15 of only written information that the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of Underwriters have furnished to the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company specifically for inclusion in the Registration Statement Statement, preliminary prospectus and Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting” and the information contained under Item 17 thereof(i) the caption “Underwriting – Price Stabilization, Short Positions and Penalty Bids”, (ii) the first paragraph under the caption “Underwriting – Affiliations” and (iii) the caption “Underwriting – Selling Restrictions”.

Indemnification of Underwriters. (1) The Company agrees and the Guarantors, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering Underwriter and sale of the Securities, each of their respective directorspartners, directors and officers and employees, and each person, if any, who controls any Underwriter (collectively, “Underwriter Indemnified Parties”) within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); ) or in any “issuer information” (2as defined in Rule 433 of the 1933 Act Regulations) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by of the Company that is filed or (yrequired to be filed under Rule 433(d) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, omission referred to in subsection (i) above or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any if such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative)incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information 430B Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar or made in reliance upon the Trustee’s Statement of Eligibility filed as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject exhibit to the undertaking of the Company in the Registration Statement under Item 17 thereofStatement.

Indemnification of Underwriters. (1) The Company Corporation agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;Corporation; and (iii) against any and all expense expenses whatsoever, as incurred (including the fees and disbursements of counsel chosen by ▇.▇. ▇▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇) (together, the Representative"Lead Underwriters"), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Corporation by any Underwriter by or on behalf of such Underwriter or through the Representative Lead Underwriters expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information ) or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company Corporation agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;Corporation; and (iii) against any and all expense expenses whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch, Pierce, Fenner and Smith Incorporat▇▇ ▇▇▇ Morgan Stanley & ▇▇. ▇ncorp▇▇▇▇▇d) (the Representative"Lead Unde▇▇▇▇▇▇r▇"), reasonably ▇▇asonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Corporation by any Underwriter by or on behalf of such Underwriter or through the Representative Lead Underwriters expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information ) or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectusthe Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); , or (2B) in any application materials or other document information provided to investors by, or written communication with the approval of, the Company in connection with the marketing of the offering of the Securities (in this Section 5“Marketing Materials”), collectively called "application") (x) executed including any roadshow or investor presentations made to investors by the Company (whether in person or (y) based upon written information furnished by the Companyelectronically), or, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commissioneach case, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d6(e) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeJPMorgan), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule rule 501(b) under the Securities Act ▇▇▇▇ ▇▇▇) (each, an "Affiliate"“Affiliates”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employeesits selling agents, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A 430B Information and the Rule 434 Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Issuer-Represented Free Writing Prospectus Prospectus, the General Disclosure Package, or the Prospectus (or any amendment or supplement thereto); or (2) and any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written additional information furnished provided by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A 430B Information or any preliminary prospectus, any Issuer Issuer-Represented Free Writing Prospectus Prospectus, or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under ; provided that the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within parties acknowledge and agree that the meaning of Section 15 of only written information that the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of Underwriters have furnished to the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company specifically for inclusion in the Registration Statement Statement, preliminary prospectus and Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting” and the information contained under Item 17 thereofthe caption “Underwriting – Stabilization.”

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter such Underwriter, as the case may be, within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Computational Materials, ABS Term Sheets or Collateral Term Sheets distributed by such Underwriter, unless such untrue statement or alleged untrue statement of a material fact was made in reliance upon and in conformity with Derived Information provided by such Underwriter expressly for use in the Computational Materials, ABS Term Sheets or Collateral Term Sheets and the untrue statement or alleged untrue statement did not derive from an inaccuracy in the Seller-Provided Information used in the preparation of such Computational Materials, ABS Term Sheets or Collateral Term Sheets; (iii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iiiiv) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representativesuch Underwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i), (ii) or (iiiii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information (including information provided in electronic format) furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). ; provided further that the Company's agreement to indemnify and reimburse any Underwriter (2or any officer or director thereof or any person controlling such Underwriter) Insofar as under this indemnity agreement may permit indemnification for liabilities under the Securities Act Section 6 shall not apply to any loss, claim, damage, liability or expense arising out of or relating to claims asserted by any person who is purchased any Registered Certificates pursuant to the Preliminary Prospectus Supplement that are the subject of such claims if such person did not receive a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus Supplement concurrently with or Section 20 prior to the settlement of the Exchange Act and whosale of such Registered Certificates to such person in any case where the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact contained in such Preliminary Prospectus Supplement which was the basis of any such claims, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company was corrected in the Registration Statement under Item 17 thereofProspectus Supplement.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information required by Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;; and (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative)incurred, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative expressly 28 through Merr▇▇▇ ▇▇▇c▇ ▇▇▇ressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the information required by Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under ; and, provided further, that the Securities Act Company will not be liable to any Underwriter with respect to any Preliminary Prospectus to the extent the Company shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that such Underwriter, in contravention of a requirement of applicable law, sold Notes to a person who is to whom such Underwriter failed to send or give, at or prior to the Closing Time, a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act Prospectus, as then amended or Section 20 supplemented, if: (i) the Company has previously furnished copies thereof (sufficiently in advance of the Exchange Act Closing Time to allow for distribution by the Closing Time) to the Underwriter and whothe loss, liability, claim, damage or expense of such Underwriter resulted from an untrue statement or omission of a material fact contained in or omitted from the Preliminary Prospectus which was corrected in the Prospectus as, if applicable, amended or supplemented prior to the Closing Time and such Prospectus was required by law to be delivered at or prior to the date written confirmation of this Agreementsale to such person and (ii) such failure to give or send such Prospectus by the Closing Time to the party or parties asserting such loss, is a director liability, claim, damage or officer of expense would have constituted the Company or controls sole defense to the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, claim asserted by such person. The foregoing indemnity agreement is subject in addition to the undertaking of any liability which the Company in the Registration Statement under Item 17 thereofmay otherwise have to any Underwriter or to any controlling person of that Underwriter.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, affiliates (as such term is defined in Rule 501(b) under of the Securities Act Regulations (each, an "“Affiliate"”)), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto); ) or (2B) in any application materials or other document information provided to investors by, or written communication with the approval of, the Company in connection with the marketing of the offering of the Securities (in this Section 5“Marketing Materials”), collectively called "application") (x) executed including any roadshow or investor presentations made to investors by the Company (whether in person or (y) based upon written information furnished by the Companyelectronically), in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) belowhereof) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeCredit Suisse), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the any information deemed to be a part thereof pursuant to Rule 430A Information 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Underwriter Information. (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company Corporation agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;Corporation; and (iii) against any and all expense expenses whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeMerrill Lynch, Pierce, Fenner and Smith Incorporated (▇▇▇ "Lead Underwriter"), reasonably incurred ▇▇asona▇▇▇ ▇ncurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an Corporation by any Underwriter by or on behalf of such through the Lead Underwriter or the Representative expressly for use in the Registration Statement (or Prospectus any amendment thereto) or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its it affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage damage, expense or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and expense whatsoeversales of Securities), as incurred, arising out of (A) any untrue statement or alleged untrue statement of a material fact contained in the preliminary prospectus, Registration Statement or the Prospectus (or any amendment or supplement thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or (B) the omission or alleged omission therefrom in any preliminary prospectus, the Registration Statement or the Prospectus (or any amendment or supplement thereto), of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus Registration Statement or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as and provided further that the Company will not be liable to any Underwriter with respect to any Prospectus to the extent that the Company shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that such Underwriter, in contravention of a requirement of this indemnity agreement may permit indemnification for liabilities under Agreement or applicable law, sold Securities to a person to whom such Underwriter failed to send or give, at or prior to the Securities Act of any person who is Closing Date, a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act final Prospectus, as then amended or Section 20 supplemented if: (i) the Company has previously furnished copies thereof (sufficiently in advance of the Exchange Act and who, at Closing Date to allow for distribution by the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject Closing Date) to the undertaking Underwriter and the loss, liability, claim, damage or expense of such Underwriter resulted from an untrue statement or omission of a material fact contained in or omitted from the Company preliminary Prospectus which was corrected in the Registration Statement under Item 17 thereoffinal Prospectus as, if applicable, amended or supplemented prior to the Closing Date and such final Prospectus was required by law to be delivered at or prior to the written confirmation of sale to such person and (ii) such failure to give or send such final Prospectus by the Closing Date to the party or parties asserting such loss, liability, claim, damage or expense would have constituted the sole defense to the claim asserted by such person.

Indemnification of Underwriters. (1) The Company agrees and the Controlling Shareholders, severally and not jointly, agree to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities 1933 Act (each, an "“Affiliate"”), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the ADS Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectusStatutory Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d(e) below) any such settlement is effected with the written consent of the CompanyCompany and the Selling Shareholders; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative Representatives expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information Information, or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). . The parties hereto understand and agree that the only such information furnished by any Underwriter consists of the information described as such in subsection (2c) Insofar as this indemnity agreement may permit indemnification below. Notwithstanding the foregoing, in no event shall the Controlling Shareholders be liable or responsible for liabilities under any amount in excess of the gross proceeds applicable to the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within sold by the meaning of Section 15 of Controlling Shareholders pursuant to the Securities Act or Section 20 of the Exchange Act and who, at the date of transactions contemplated by this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or through the Representative expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeLehman Brothers), reasonably incurred in investigating, preparing or defending d▇▇▇▇▇▇ng against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through Lehman Brothers expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement an▇ ▇▇▇▇dment thereto), including the Rule 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereof.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriterthe Underwriters, its their affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "“Affiliate"), each dealer selected by ”) and the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in (1) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq thereto or any securities exchange; documents deemed to be incorporated by reference therein), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d9(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeCredit Suisse), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf of such Underwriter or the Representative through Credit Suisse expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement theretothereto or any documents deemed to be incorporated by reference therein). (2) Insofar as this indemnity agreement may permit indemnification for liabilities under , it being understand and agreed that the Securities Act of any person who is a partner of an Underwriter or who controls an underwriter within only such information furnished by the meaning of Section 15 Underwriters consists of the Securities Act or Section 20 of the Exchange Act and who, at the date of this Agreement, is a director or officer of the Company or controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, information described as such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofsubsection (b) below.

Indemnification of Underwriters. (1) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate"), each dealer selected by the Representative that participates in the offering and sale of the Securities, each of their respective directors, officers and employees, Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (1) any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto); or (2) any application or other document or written communication (in this Section 5, collectively called "application") (x) executed by the Company or (y) based upon written information furnished by the Company, in either case in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the RepresentativeBanc of America and ▇▇▇▇▇▇▇ ▇▇▇▇▇), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company with respect to an by any Underwriter by or on behalf through Banc of such Underwriter or the Representative America and ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or Prospectus or any amendment thereof or supplement thereto), including the Rule 430A Information ) or any preliminary prospectus, any Issuer Free Writing Prospectus prospectus or the Prospectus (or any amendment or supplement thereto). (2) Insofar as ; and provided, further that this indemnity agreement may permit indemnification for liabilities under shall not inure to the Securities Act benefit of any Underwriter or any person who is controls such Underwriter on account of any such loss, liability, claim, damage or expense arising out of any such defect or alleged defect in any preliminary prospectus if a partner of an Underwriter or who controls an underwriter within the meaning of Section 15 copy of the Securities Act or Section 20 Prospectus (exclusive of the Exchange Act and who, at documents incorporated by reference therein) shall not have been given or sent by such Underwriter with or prior to the date of this Agreement, is a director or officer written confirmation of the Company sale involved to the extent that (i) the Prospectus would have cured such defect or controls the Company within the meaning of Section 15 alleged defect and (ii) sufficient quantities of the Securities Act or Section 20 of the Exchange Act, Prospectus were timely made available to such indemnity agreement is subject to the undertaking of the Company in the Registration Statement under Item 17 thereofUnderwriter.