Common use of Indemnification by the Issuer and the Guarantors Clause in Contracts

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement and each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder or such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder and such Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuer nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantorthe Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement and each of the Electing Holders as holders of Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder or such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, Statement as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and each such Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuer nor any Guarantor the Guarantors shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantorthe Guarantors, jointly and severally, will shall, without limitation as to time, indemnify and hold harmless each Holder, each Person who controls (within the meaning of Section 15 of the holders of Registrable Securities included in an Exchange Registration Statement and each Act or Section 20(a) of the Electing Holders Exchange Act (any of Registrable Securities included in such persons being hereinafter referred to as a Shelf Registration Statement "CONTROLLING PERSON")) each such Holder and the members, managers, officers, directors, partners, employees, representatives and agents of each such Holder and controlling person (collectively, the "HOLDER INDEMNIFIED PARTIES"), to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder "LOSSES"), as incurred, directly or such Electing Holder may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may bepreliminary prospectus, under which such Registrable Securities were registered under the Securities ActProspectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse such holder and such Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurredbased upon information relating to a Holder and furnished in writing to the Issuer and the Guarantors by such Holder expressly for use therein; provided, however, that neither the Issuer nor any Guarantor and the Guarantors shall not be liable under the indemnity provided in this Section 7(a) to any such person in any such case Holder Indemnified Party to the extent that any such loss, claim, damage or liability arises out of or is based upon Loss results solely from an untrue statement of a material fact contained in, or alleged the omission of a material fact from, any preliminary prospectus, which untrue statement or omission was corrected in the Prospectus (as then amended or alleged omission made in supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) such registration statementHolder sold the Securities concerned to the person alleging such Loss and failed to send or give, at or preliminaryprior to the written confirmation of such sale, final a copy of the Prospectus (as then amended or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433supplemented), if required by law to have so delivered it, and (ii) the Issuer had previously furnished copies thereof to such Holder within a reasonable amount of time prior to such sale or amendment or supplement theretosuch confirmation, and (iii) the corrected Prospectus, if delivered, would have been a complete defense against the person asserting such Loss. The Issuer and each of the Guarantors shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in reliance upon the distribution, their members, managers, officers, directors, agents and in conformity with written information furnished employees and each of their respective controlling persons to the Issuer by such person expressly for use thereinsame extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement and each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder or such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Securities, Registrable Securities or Exchange Securities, as applicable, were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder and such Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuer nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantorthe Guarantors, jointly and severally, will shall indemnify and hold harmless each Holder and each Participating Broker-Dealer, each Person who controls (within the meaning of Section 15 of the holders of Registrable Securities included in an Exchange Registration Statement and each Act or Section 20(a) of the Electing Holders Exchange Act (any of Registrable Securities included in such persons being hereinafter referred to as a Shelf Registration Statement “controlling person”)) each such Holder and any such Participating Broker-Dealer and the members, managers, officers, directors, partners and employees of each such Holder, Participating Broker-Dealer and controlling person (collectively, the “Holder Indemnified Parties”), to the fullest extent lawful, from and against any and all losses, claims, damages or and liabilities, joint and will reimburse promptly upon demand the Holder Indemnified Parties for all costs and expenses (including, without limitation, reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with investigating, preparing, pursuing or several, to which such holder or such Electing Holder may become subject under defending against any of the Securities Act or otherwise, insofar as foregoing) (such losses, claims, damages damages, liabilities, costs and expenses, collectively, “Losses”), directly or liabilities (indirectly caused by, based upon or actions in respect thereof) arise arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Actpreliminary prospectus or Prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, and will reimburse such holder and such Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither none of the Issuer nor any Guarantor shall be liable under the indemnity provided in this Section 7(a) to any such person in Holder Indemnified Party for any such case to the extent Losses that any such loss, claim, damage or liability arises out of or is based upon (A) result solely from an untrue statement of a material fact contained in, or alleged the omission of a material fact from, any preliminary prospectus, which untrue statement or omission was completely corrected in the Prospectus (as then amended or alleged omission made supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Holder Indemnified Party sold the Registrable Securities or Exchange Securities to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Prospectus (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuer had previously furnished copies of the corrected Prospectus to such Holder Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Prospectus, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Issuer and the Guarantors by or on behalf of such Holder or Participating Broker-Dealer expressly for use in such registration statementRegistration Statement, preliminary prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433)Prospectus, or amendment or supplement thereto. The Issuer and each of the Guarantors shall also indemnify and reimburse underwriters, selling brokers, dealer managers and similar securities industry professionals participating in reliance upon the distribution, their members, managers, officers, directors, agents and in conformity with written information furnished employees and each of their respective controlling persons to the Issuer by such person expressly for use thereinsame extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

Indemnification by the Issuer and the Guarantors. The Each of the Issuer and each Guarantor, the Guarantors jointly and severally, will severally agrees to indemnify and hold harmless the Initial Purchasers, their affiliates, directors, officers and employees, and each person, if any, who controls the Initial Purchasers within the meaning of Section 15 of the holders of Registrable Securities included in an Exchange Registration Statement and each Act or Section 20 of the Electing Holders of Registrable Securities included in a Shelf Registration Statement Exchange Act (each an “Indemnified Party”), against any losses, claims, damages or liabilities, joint or several, liabilities of any kind to which such holder or such Electing Holder Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitationTime of Sale Document, any “issuer free writing prospectus” Issuer Additional Written Communication or the Final Offering Memorandum, in each case as defined in Rule 433amended or supplemented; or (ii) contained therein or furnished by the Issuer to any such holder or such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein state, in the Time of Sale Document, any Issuer Additional Written Communication or the Final Offering Memorandum, in each case as amended or supplemented, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and, and subject to the provisions hereof, will reimburse such holder and such Electing Holder each Indemnified Party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurredreasonably incurred by such Indemnified Party in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, that neither the Issuer nor any Guarantor shall the Guarantors will be liable to any such person in any such case to the extent (but only to the extent) that any a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage damage, liability or liability arises expense arose out of or is was based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitationthe Time of Sale Document, any “issuer free writing prospectus” Issuer Additional Written Communication or the Final Offering Memorandum, in each case, as defined in Rule 433), amended or amendment or supplement theretosupplemented, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly the Initial Purchasers specifically for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers to the Issuer consists of the information set forth in Section 13. The indemnity agreement set forth in this Section shall be in addition to any liability that the Issuer and the Guarantors may otherwise have to the indemnified parties.

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantor, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement Statement, the Market-Maker and each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder holder, the Market-Maker or such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement, Shelf Registration Statement or Shelf Market-Making Registration Statement, as the case may be, under which such Securities, Registrable Securities or Exchange Securities, as applicable, were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder holder, the Market-Maker or such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder holder, the Market-Maker and such Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuer nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantorthe Guarantors, jointly and severally, will shall indemnify and hold harmless each Holder and each Participating Broker-Dealer, each Person who controls (within the meaning of Section 15 of the holders of Registrable Securities included in an Exchange Registration Statement and each Act or Section 20(a) of the Electing Holders Exchange Act (any of Registrable Securities included in such persons being hereinafter referred to as a Shelf Registration Statement “controlling person”)) each such Holder and any such Participating Broker-Dealer and the members, managers, officers, directors, partners and employees of each such Holder, Participating Broker-Dealer and controlling person (collectively, the “Holder Indemnified Parties”), to the fullest extent lawful, from and against any and all losses, claims, damages or and liabilities, joint and will reimburse promptly upon demand the Holder Indemnified Parties for all costs and expenses (includ­ing, without limitation, reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with investigating, preparing, pursuing or several, to which such holder or such Electing Holder may become subject under defending against any of the Securities Act or otherwise, insofar as foregoing) (such losses, claims, damages damages, liabilities, costs and expenses, collectively, “Losses”), directly or liabilities (indirectly caused by, based upon or actions in respect thereof) arise arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Actpreliminary prospectus or Prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, and will reimburse such holder and such Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither none of the Issuer nor any Guarantor shall be liable under the indemnity provided in this Section 7(a) to any Holder Indemnified Party for any Losses that are based upon information relating to such person Holder or Participating Broker-Dealer and fur­nished in any such case writing to the extent that any Issuer and the Guarantors by or on behalf of such loss, claim, damage Holder or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer expressly for use in such registration statementRegistration Statement, preliminary prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433)Prospectus, or amendment or supplement thereto. The Issuer and each of the Guarantors shall also indemnify and reimburse underwriters, selling brokers, dealer managers and similar securities industry professionals participating in reliance upon the distribution, their members, managers, officers, directors, agents and in conformity with written information furnished employees and each of their respective controlling persons to the Issuer by such person expressly for use thereinsame extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantorthe Guarantors, jointly and severally, will shall indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement and and, each of the Electing Holders as holders of Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder or such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities, Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such holder and each such Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuer nor any Guarantor the Guarantors shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantorthe Guarantors, jointly and severally, will shall indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement Statement, and each of the Electing Holders as holders of Registrable Securities included in a Shelf Registration Statement Statement, against any losses, claims, damages or liabilities, joint or several, to which such holder or such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities, Securities or Exchange Securities (as applicable) were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or any amendment or supplement thereto, in the light of the circumstances under which they were made) not misleading, and will reimburse each such holder and each such Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuer nor any Guarantor the Guarantors shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein, or (B) an offer or sale of Registrable Securities, Securities or Exchange Securities occurring during a Suspension Period by a holder (including, for the avoidance of doubt, any holder that is a broker-dealer) to whom the Issuer theretofore provided written advanced notice thereof pursuant to Section 2(b).

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantorthe Guarantors, jointly and severally, will shall indemnify and hold harmless each Holder and each Participating Broker-Dealer, each Person who controls (within the meaning of Section 15 of the holders of Registrable Securities included in an Exchange Registration Statement and each Act or Section 20(a) of the Electing Holders Exchange Act (any of Registrable Securities included in such persons being hereinafter referred to as a Shelf Registration Statement "controlling person")) each such Holder and any such Participating Broker-Dealer and the members, managers, officers, directors, partners and employees of each such Holder, Participating Broker-Dealer and controlling person (collectively, the "Holder Indemnified Parties"), to the fullest extent lawful, from and against any and all losses, claims, damages or and liabilities, joint and will reimburse promptly upon demand the Holder Indemnified Parties for all costs and expenses (including, without limitation, reasonable attorneys' fees and other costs and expenses reasonably incurred in connection with investigating, preparing, pursuing or several, to which such holder or such Electing Holder may become subject under defending against any of the Securities Act or otherwise, insofar as foregoing) (such losses, claims, damages damages, liabilities, costs and expenses, collectively, "Losses"), directly or liabilities (indirectly caused by, based upon or actions in respect thereof) arise arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Actpreliminary prospectus or Prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, and will reimburse such holder and such Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither none of the Issuer nor any Guarantor shall be liable under the indemnity provided in this Section 7(a) to any such person in Holder Indemnified Party for any such case to the extent Losses that any such loss, claim, damage or liability arises out of or is based upon (A) result solely from an untrue statement of a material fact contained in, or alleged the omission of a material fact from, any preliminary prospectus, which untrue statement or omission was completely corrected in the Prospectus (as then amended or alleged omission made supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Holder Indemnified Party sold the Registrable Securities or Exchange Securities to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Prospectus (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuer had previously furnished copies of the corrected Prospectus to such Holder Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Prospectus, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Issuer and the Guarantors by or on behalf of such Holder or Participating Broker-Dealer expressly for use in such registration statementRegistration Statement, preliminary prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433)Prospectus, or amendment or supplement thereto. The Issuer and each of the Guarantors shall also indemnify and reimburse underwriters, selling brokers, dealer managers and similar securities industry professionals participating in reliance upon the distribution, their members, managers, officers, directors, agents and in conformity with written information furnished employees and each of their respective controlling persons to the Issuer by such person expressly for use thereinsame extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantor, the Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders of Registrable Securities included in an Exchange Registration Statement and each Act or Section 20(a) of the Electing Holders Exchange Act) and the officers, directors and partners of Registrable Securities included in a Shelf Registration Statement each such Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder or such Electing Holder may become subject under the Securities Act or otherwise“Losses”), insofar as such lossesincurred, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities ActProspectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or such Electing Holder, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse but only to the extent, that such holder and such Electing Holder for any legal or other expenses reasonably incurred Losses are finally judicially determined by them a court of competent jurisdiction in connection with investigating or defending any such action or claim a final, unappealable order, except insofar as such expenses Losses are incurredsolely based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Issuer and the Guarantors (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Issuer nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 8 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were primarily caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in such registration statement, any preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (ii) it is established in reliance upon and in conformity with written information furnished the proceeding related to the Loss that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Issuer with Section 6 of this Agreement. The Issuer and the Guarantors also agree to indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or Exchange Act to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer, if requested by such person expressly for use thereinHolders or Participating Broker-Dealer.

Indemnification by the Issuer and the Guarantors. The Issuer and each Guarantorthe Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement and each of the Electing Holders as holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement agent or sales agent or as an underwriter in any offering or sale of Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder holder, Electing Holder, agent or such Electing Holder underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities, Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder or such holder, Electing Holder, agent or underwriter or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder holder, Electing Holder, agent and such Electing Holder underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuer nor any Guarantor the Guarantors shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuer by such person expressly for use therein.