Common use of Indemnification of the Company and the Guarantors Clause in Contracts

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraph, the third and fourth sentences of the fifth paragraph and the sixth paragraph under the caption “Underwriting (Conflicts of interest)” of the Preliminary Prospectus.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraph, information contained in the fifth paragraph and the third and fourth sentences of the fifth paragraph and the sixth seventh paragraph under the caption “Underwriting (Conflicts of interest)” of the Preliminary ProspectusUnderwriting.”

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the first through fourth sentence of the third paragraph, the third and fourth sentences of the fifth paragraph and the sixth paragraph under the caption “Underwriting (Conflicts of interest)Underwriting” of the Preliminary Prospectus.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, (i) each of the Company and the Guarantors, (ii) each of their respective directors and their respective officers who signed the Registration Statement and (iii) each person, if any, who controls the Company or any of the Guarantors Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraph, the third and fourth sentences sentence of the fifth sixth paragraph and the sixth ninth paragraph under in the caption section entitled “Underwriting (Conflicts of interest)Underwriting” of in the Preliminary Prospectus.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, concession and reallowance figures appearing in the third and fourth sentences of the fifth paragraph and the sixth paragraph under the caption “Underwriting (Conflicts of interest)Underwriting” of and the Preliminary Prospectusinformation regarding stabilization transactions contained in the fifteenth and sixteenth paragraphs under the caption “Underwriting.”

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraphfourth and sixth paragraphs under the table of Underwriters in the section entitled “Underwriting” in the Prospectus and the following information in the Issuer Free Writing Prospectus dated April 16, 2014: the third and fourth sentences final sentence of the fifth first paragraph and the sixth paragraph under the caption “Underwriting (Conflicts of interest)” of the Preliminary Prospectuslegend in the final pricing term sheet for the Securities.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, and each of their respective directors and directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the following: the second and third sentences concerning discounts and commissions under the third paragraph, the third and fourth sentences sentence certain market making activities of the fifth six paragraph, the seventh paragraph concerning certain stabilization transactions, and the sixth eleventh paragraph regarding Lloyds TSB Bank plc under the caption heading “Underwriting (Conflicts of interest)” of the Preliminary ProspectusUnderwriting”.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third fourth paragraph, the fifth paragraph, the third and fourth sentences of the fifth seventh paragraph, the tenth paragraph and the sixth eleventh sentence of the thirteenth paragraph under in the caption “Underwriting (Conflicts of interest)Underwriting” section of the Preliminary Prospectus and the Prospectus.

Indemnification of the Company and the Guarantors. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and their respective officers who signed the Registration Statement officers, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter any Initial Purchaser through the Representative Representatives expressly for use in the Registration Statement, Preliminary Offering Memorandum and the Prospectus Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing information in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the first sentence of the third paragraph, (ii) the third and fourth sentences of the fifth paragraph eighth paragraph, and (iii) the sixth first two sentences of the ninth paragraph under the caption heading “Underwriting (Conflicts Plan of interest)” of the Preliminary ProspectusDistribution.”

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, and each of their respective directors and directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the following: the second and third sentences concerning discounts and commissions under the third paragraph, the third and fourth sentences sentence certain market making activities of the fifth paragraph ninth paragraph, and the sixth tenth paragraph concerning certain stabilization transactions under the caption heading “Underwriting (Conflicts of interest)” of the Preliminary ProspectusUnderwriting”.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the concession and reallowance figures appearing in the third paragraphparagraph under the caption “Underwriting”, the information contained in the third and fourth sentences of the fifth paragraph under the caption “Underwriting” and the sixth information contained in the ninth paragraph under the caption “Underwriting (Conflicts of interest)” of the Preliminary ProspectusUnderwriting.”

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, JPMorgan agrees to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon upon, and in conformity with with, any information relating to such Underwriter JPMorgan furnished to the Company and the Guarantors in writing by such Underwriter through the Representative JPMorgan expressly for use in the Registration StatementPreliminary Offering Memorandum, any of the Prospectus other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing information in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the second and third sentences of the second paragraph, (ii) the third and fourth sentences of the fifth sixteenth paragraph, (iii) the eighteenth paragraph, (iv) the nineteenth paragraph and (v) the sixth paragraph twentieth paragraph, in each case, under the caption “Underwriting (Conflicts Plan of interest)” of the Preliminary Prospectusdistribution”.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third paragraph, the third seventh and fourth sentences of the fifth paragraph and the sixth paragraph eighth paragraphs under the caption “Underwriting (Conflicts of interest)” of the Preliminary ProspectusUnderwriting”.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of Company and the Guarantors, each of their respective the directors and their respective officers who signed of the Registration Statement Company and the Guarantors, and each person, if any, who controls the Company or any of and the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 1934 Act to the same extent as against any and all loss, liability, claim, damage and expense described in the indemnity set forth contained in paragraph subsection (a) aboveof this Section, as incurred, but only with respect to any lossesuntrue statements or omissions, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement statements or omission omissions, made in any Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company) or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any written information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative Representatives expressly for use in such Registration Statement (or in the Registration Statement, Statement as amended by any post-effective amendment thereof by the Company) or Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraph, the third and fourth sentences of the fifth paragraph and the sixth paragraph under the caption “Underwriting (Conflicts of interest)” of the Preliminary Prospectus.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraph, information contained in the sixth paragraph under the caption “Underwriting” and the information contained in the third and fourth sentences of the fifth paragraph and the sixth eighth paragraph under the caption “Underwriting (Conflicts of interest)” of the Preliminary ProspectusUnderwriting.”

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and each of the Guarantors, each of their respective directors and directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by or on behalf of such Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraphinformation in the last paragraph on the cover page of the Prospectus, the third and fourth sentences of information in the fifth paragraph table on page S-41 listing the “Underwriters” and the “Principal Amount of Notes” and the fourth and sixth paragraph paragraphs under the caption “Underwriting (Conflicts of interest)” of the Preliminary ProspectusUnderwriting.”

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the U.S. Prospectus (or any amendment or supplement thereto), or the Canadian Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraph, the third and fourth sentences of the fifth paragraph and the sixth paragraph under the caption “Underwriting (Conflicts of interest)” of the Preliminary Prospectusinformation contained in Schedule 6.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their its respective directors and their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing information in the section titled “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus and the Prospectus: the third paragraph, the third and fourth sentences sentence of the fifth seventh paragraph, the eighth paragraph, the ninth paragraph and the sixth tenth paragraph under (other than the caption “Underwriting (Conflicts of interestsecond sentence)” of the Preliminary Prospectus.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraphfourth and sixth paragraphs under the table of Underwriters in the section entitled “Underwriting” in the Prospectus and the following information in the Issuer Free Writing Prospectus dated January 22, 2013: the third and fourth sentences final sentence of the fifth first paragraph and the sixth paragraph under the caption “Underwriting (Conflicts of interest)” of the Preliminary Prospectuslegend in the final pricing term sheet for the Securities.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraph, information contained in the sixth paragraph under the caption “Underwriting,” the information contained in the third and fourth sentences of the fifth paragraph and the sixth eighth paragraph under the caption “Underwriting (Underwriting” and the relationships described under the caption “Conflicts of interest)” of the Preliminary ProspectusInterest.”

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraph, information contained in the Prospectus in the first paragraph under the caption “Underwriting—Discounts” and the third and fourth sentences of in the fifth paragraph and the sixth first paragraph under the caption “Underwriting (Conflicts Underwriting—New Issue of interest)” of the Preliminary ProspectusNotes.”

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors directors, officers and their respective officers employees who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Time of Sale InformationInformation (including any Time of Sale Information that has subsequently been amended), it being understood and agreed that the only such information consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph and eleventh paragraph, the third and fourth sentences of the fifth paragraph and the sixth paragraph in each case under the caption “Underwriting (Conflicts of interestInterest)” of the Preliminary Prospectus.”

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the concession and reallowance figures appearing in the third paragraph, paragraph under the caption “Underwriting,” the information contained in the third and fourth sentences of the fifth paragraph under the caption “Underwriting” and the sixth information contained in the ninth paragraph under the caption “Underwriting (Conflicts of interest)” of the Preliminary ProspectusUnderwriting.”