Common use of Indemnification of Initial Purchasers Clause in Contracts

Indemnification of Initial Purchasers. The Issuer will indemnify and hold harmless each Initial Purchaser, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Disclosure Package as of any time, the Final Offering Memorandum (or any amendment or supplement thereto) or any Supplemental Offering Materials, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, defending against or appearing as a third party witness in connection with 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 Issuer shall not be liable 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Issuer by any Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of Initial Purchasers. The Each of the Issuer and the Subsidiary Guarantors will indemnify and hold harmless each Initial Purchaser, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities 1933 Act, the Exchange 1934 Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Disclosure Package as of any time, the Final Offering Memorandum (or any amendment or supplement thereto) or any Supplemental Offering Materials, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, defending against or appearing as a third party witness in connection with 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 neither the Issuer nor any Subsidiary Guarantor shall not be liable 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Issuer by any Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of Initial Purchasers. The Issuer will Company agrees to indemnify and hold harmless each Initial Purchaser, its partners, members, the directors, officers, employees, agents, affiliates employees and agents of each Initial Purchaser and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, liabilities (joint or several), claims, damages or liabilities, joint or severaland expenses whatsoever, to which such Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Disclosure Package as of any time, the Final Offering Memorandum (or any amendment or supplement thereto) or any Supplemental Offering Materials), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and will agrees to reimburse each Indemnified Party such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Indemnified Party them in connection with investigating, investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, liability or 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 Issuer shall Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Issuer Company by or on behalf of any Initial Purchaser through the Initial Purchasers specifically for use inclusion therein, it being understood and agreed that . This indemnity agreement will be in addition to any liability which the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of Initial Purchasers. The Issuer will Each of the Company Entities shall, jointly and severally, without limitation as to time, indemnify and hold harmless each of the Initial Purchaser, its partners, members, directors, officers, employees, agents, affiliates Purchasers and each person, if any, who controls such Initial Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act Act) any of the Initial Purchasers (each, an any of such persons being hereinafter referred to as a “Indemnified Partycontrolling person”), and the respective officers, directors, partners, employees, representatives and agents of any of the Initial Purchasers and any such controlling person (collectively, the “Purchaser 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 Indemnified Party may become subject“Losses”), under the Securities Actas incurred, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Disclosure Package as of any time, Preliminary Offering Circular or the Final Offering Memorandum Circular (or any amendment or supplement thereto) or (ii) any Supplemental Offering Materials, 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 the light of the circumstances under which they were made, not misleading; provided, and will reimburse each that neither the Company nor any Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any legal Losses that (A) result solely from an untrue statement of a material fact contained in, or other expenses reasonably incurred the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was completely corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party in connection with investigatingsold the Notes to the person alleging such Loss and failed to send or give, defending against at or appearing prior to the written confirmation of such sale, a copy of the Offering Circular (as a third party witness in connection with any then amended or supplemented), if required by law to have so delivered it; and (2) the Company had previously furnished copies of the corrected Offering Circular to such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Purchaser Indemnified Party is within a party thereto), whether threatened reasonable amount of time prior to such sale or commencedsuch confirmation, and in connection with (3) the enforcement of this provision with respect to any of corrected Offering Circular, if delivered, would have been a complete defense against the above as person asserting such expenses Loss; or (B) are incurred; provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon on an untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon on and in conformity with written information furnished to the Issuer by any Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) belowFurnished Information.

Indemnification of Initial Purchasers. The Issuer will Offerors agree to jointly and severally indemnify and hold harmless each Initial Purchaser, its partners, members, directors, officers, employees, agents, affiliates Purchaser and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (each, an “Indemnified Party”), as follows: against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such Indemnified Party may become subjectas incurred, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained included in the Disclosure Package as of any time, the Final Offering Memorandum (or any amendment or supplement thereto) or any Supplemental Offering Materials, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; against any and all loss, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, defending against or appearing as a third party witness in connection with any such lossliability, claim, damagedamage and expense whatsoever, liabilityas incurred, action, 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 (whether or not subject to Section 7(d) below) any such Indemnified Party settlement is a party theretoeffected with the written consent of the Offerors; and against any and all expense whatsoever, as incurred (including, subject to the third sentence of Section 7(c) hereof, the fees and disbursements of counsel chosen by the Initial Purchasers), whether threatened reasonably incurred in investigating, preparing or commenceddefending against any litigation, and in connection with 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 enforcement of this provision with respect to extent that any of the above as such expenses are incurredexpense is not paid under (i) or (ii) above; provided, however, that the Issuer this indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent (i) arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Issuer Offerors by any Initial Purchaser specifically through KBW expressly for use therein, it being understood and agreed in the Offering Memorandum (or any amendment thereto) or (ii) resulting from the fact that the only such information furnished by any one or more Initial Purchaser consists Purchasers sold Capital Securities to a person to whom there was not sent or given a copy of the information described Preliminary Offering Memorandum or of the Final Offering Memorandum as then amended or supplemented (excluding documents incorporated by reference) if the Offerors previously have furnished copies thereof to such in subsection (b) belowInitial Purchaser.

Indemnification of Initial Purchasers. The Issuer will Each of the Issuers and any future Guarantors shall, jointly and severally, without limitation as to time, indemnify and hold harmless each of the Initial Purchaser, its partners, members, directors, officers, employees, agents, affiliates Purchasers and each person, if any, who controls such Initial Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act Act) either of the Initial Purchasers (each, an any of such persons being hereinafter referred to as a “Indemnified Partycontrolling person”), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchasers and any such controlling person (collectively, with the Initial Purchasers, the “Purchaser 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 Indemnified Party may become subject“Losses”), under the Securities Actas incurred, the Exchange Actdirectly or indirectly caused by, other federal or state statutory law or regulation or otherwiserelated to, insofar as such lossesbased upon, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon in connection with (i) any untrue statement or alleged untrue statement of any a material fact contained in the Disclosure Package as of any time, Preliminary Offering Circular or the Final Offering Memorandum Circular (or any amendment or supplement thereto) or (ii) any Supplemental Offering Materials, 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 the light of the circumstances under which they were made, not misleading; provided, and will reimburse each that neither of the Issuers nor any Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any legal Losses that (A) result solely from an untrue statement of a material fact contained in, or other expenses reasonably incurred the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was completely corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party in connection with investigatingsold the Notes to the person alleging such Loss and failed to send or give, defending against at or appearing prior to the written confirmation of such sale, a copy of the Offering Circular (as a third party witness in connection with any then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Purchaser Indemnified Party is within a party thereto), whether threatened reasonable amount of time prior to such sale or commencedsuch confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The Issuers shall notify the Initial Purchasers promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Guarantor is aware in connection with the enforcement of matters addressed by this provision with respect to Agreement which involves any of the above as such expenses are incurred; providedIssuers, however, that the Issuer shall not be liable 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Issuer by Guarantors or any Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) belowPurchaser Indemnified Parties.

Indemnification of Initial Purchasers. The Issuer will Company agrees to indemnify and hold harmless each Initial Purchaser, its partners, members, the directors, officers, employees, agents, affiliates employees and agents of each Initial Purchaser and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, liabilities (joint or several), claims, damages or liabilities, joint or severaland expenses whatsoever, to which such Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Disclosure Package as of any time, the Final Offering Preliminary Memorandum (or any amendment or supplement thereto) or the Final Memorandum (or any Supplemental Offering Materialsamendment or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and will agrees to reimburse each Indemnified Party such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Indemnified Party them in connection with investigating, investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, liability or 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 Issuer shall Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Issuer Company by or on behalf of any Initial Purchaser through the Initial Purchasers specifically for use inclusion therein, it being understood and agreed that . This indemnity agreement will be in addition to any liability which the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of Initial Purchasers. The Each of the Issuer will and the Subsidiary Guarantors will, jointly and severally, indemnify and hold harmless each Initial Purchaser, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Disclosure Package as of any time, the Final Offering Memorandum (or any amendment or supplement thereto) or any Supplemental Offering Materials, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, defending against or appearing as a third party witness in connection with 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 neither the Issuer nor any of the Subsidiary Guarantors shall not be liable 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Issuer by any Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of Initial Purchasers. The Issuer Company will indemnify and hold harmless each Initial Purchaser, its partners, members, directors, officers, employees, agents, partners, members, directors and its affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Initial Purchaser Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Initial Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Memorandum, the General Disclosure Package as of any time, or the Final Offering Memorandum Memorandum, in each case as amended or supplemented, any Issuer Free Writing Communication (or including without limitation, any amendment or supplement theretoSupplemental Marketing Material) or any Supplemental Offering Materials, General Solicitation Communication or arise out of or are based upon the (ii) any omission or alleged omission to state therein of a material fact required to be stated therein or fact, necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, misleading and (subject to Section 9(c)) will reimburse each Initial Purchaser Indemnified Party for any legal or other expenses reasonably incurred by such Initial Purchaser Indemnified Party in connection with investigating, preparing or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Initial Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, 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 Issuer shall Company will not be liable 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information concerning such Initial Purchaser furnished to the Issuer Company by any Initial Purchaser the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below. The foregoing indemnity agreement is in addition to any liability that the Company may otherwise have.

Indemnification of Initial Purchasers. The Issuer will Company and each Guarantor, jointly and severally, shall indemnify and hold harmless each Initial Purchaser, its partners, members, their respective directors, officers, employees, representatives and agents, affiliates and each person, if any, who controls such any Initial Purchaser Purchaser, within the meaning of Section 15 of the Securities Act or (collectively referred to for the purposes of this Section 20 of 9 as the Exchange Act (each, an “Indemnified Party”), Initial Purchasers) against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof, to which such Indemnified Party that Initial Purchaser may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof) arise action arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Disclosure Package as of any time, the Final Preliminary Offering Memorandum (or the Offering Memorandum or in any amendment or supplement theretothereto or (ii) or any Supplemental Offering Materials, or arise out of or are based upon the omission or alleged omission to state therein in the Preliminary Offering Memorandum or the Offering Memorandum or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse each Indemnified Party Initial Purchaser for any legal or other expenses reasonably incurred by such Indemnified Party that Initial Purchaser in connection with investigating, investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation liability 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 action as such expenses are incurred; provided, however, that the Issuer foregoing indemnification agreement with respect to the Preliminary Offering Memorandum shall not inure to the benefit of any Initial Purchaser from whom the person asserting any such loss, claim, damage or liability purchased Securities, if (i) a copy of the Offering Memorandum (as then amended or supplemented) was required by law to be delivered to such person at or prior to the written confirmation of the sale of Securities to such person, (ii) a copy of the Offering Memorandum (as then amended or supplemented) was not sent or given to such person by or on behalf of such Initial Purchasers and (iii) the Offering Memorandum (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability; and further provided, however, that the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon (i) an untrue statement or alleged untrue statement in or omission or alleged omission from the Preliminary Offering Memorandum or the Offering Memorandum or any of such documents amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer Company and the Guarantors through SGSC by or on behalf of any Initial Purchaser specifically for use therein, it being understood and agreed that which information the only such information furnished by any parties hereto agree is limited to the Initial Purchaser consists of the information described as such in subsection (b) belowPurchasers' Information.

Indemnification of Initial Purchasers. The Each of the Issuer will and the Guarantors will, jointly and severally, indemnify and hold harmless each Initial Purchaser, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Disclosure Package as of any time, the Final Offering Memorandum (or any amendment or supplement thereto) or any Supplemental Offering Materials, 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 Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, defending against or appearing as a third party witness in connection with 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 neither the Issuer nor any Guarantor shall not be liable 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Issuer by any Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of Initial Purchasers. The Issuer Company and each of the Guarantors, jointly and severally, will indemnify and hold harmless each Initial Purchaser, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party Initial Purchaser may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in the Disclosure Package as of any timePreliminary Offering Circular, the Final Pricing Circular, the Offering Memorandum (Circular, or any amendment or supplement thereto) or , any Company Supplemental Offering MaterialsDisclosure Document, 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 Indemnified Party Initial Purchaser for any legal or other expenses reasonably incurred by such Indemnified Party Initial Purchaser in connection with investigating, investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation action 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 claim as such expenses are incurred; provided, however, that the Issuer Company and each of the Guarantors shall not be liable 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 in or omission or alleged omission from made in any of Preliminary Offering Circular, the Pricing Circular, the Offering Circular or any such documents amendment or supplement, or any Company Supplemental Disclosure Document, in reliance upon and in conformity with written information furnished to the Issuer Company by any Initial Purchaser specifically through Xxxxxxx, Xxxxx & Co. expressly for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of Initial Purchasers. The Issuer will Each of the Issuers and the Guarantors shall, jointly and severally, without limitation as to time, indemnify and hold harmless each of the Initial Purchaser, its partners, members, directors, officers, employees, agents, affiliates Purchasers and each person, if any, who controls such Initial Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act Act) any of the Initial Purchasers (each, an “Indemnified Party”any of such persons being hereinafter referred to as a "CONTROLLING PERSON"), and the respective officers, directors, partners, employees, representatives and agents of any of the Initial Purchasers and any such controlling person (collectively, the "PURCHASER 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 Indemnified Party may become subject"LOSSES"), under the Securities Actas incurred, the Exchange Actdirectly or indirectly caused by, other federal or state statutory law or regulation or otherwiserelated to, insofar as such lossesbased upon, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon in connection with (i) any untrue statement or alleged untrue statement of any a material fact contained in the Disclosure Package as of any time, Preliminary Offering Circular or the Final Offering Memorandum Circular (or any amendment or supplement thereto) or (ii) any Supplemental Offering Materials, 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 the light of the circumstances under which they were made, not misleading; provided, and will reimburse each that neither of the Issuers nor any Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any legal Losses that (A) result solely from an untrue statement of a material fact contained in, or other expenses reasonably incurred the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party in connection with investigatingsold the Notes to the person alleging such Loss and failed to send or give, defending against at or appearing prior to the written confirmation of such sale, a copy of the Offering Circular (as a third party witness in connection with any then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Purchaser Indemnified Party is within a party thereto), whether threatened reasonable amount of time prior to such sale or commencedsuch confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchasers specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchasers promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the enforcement matters addressed by this Agreement which involves either of this provision with respect to the Issuers, any of the above as such expenses are incurred; provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage Subsidiaries or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Issuer by any Initial Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) belowIndemnified Parties.

Indemnification of Initial Purchasers. The Issuer will Company agrees to indemnify and hold harmless each Initial Purchaser, its partners, members, the directors, officers, employees, agents, affiliates employees and agents of each Initial Purchaser and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, liabilities (joint or several), claims, damages or liabilities, joint or severaland expenses whatsoever, to which such Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Disclosure Package as of any time, the Final Offering Memorandum (or any amendment or supplement thereto) or any Supplemental Offering Materials), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and will agrees to reimburse each Indemnified Party such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Indemnified Party them in connection with investigating, investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liabilityliability or action; PROVIDED, 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, howeverHOWEVER, that the Issuer shall Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Issuer Company by or on behalf of any Initial Purchaser through the Initial Purchasers specifically for use inclusion therein, it being understood and agreed that . This indemnity agreement will be in addition to any liability which the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) belowCompany may otherwise have.