Common use of Indemnification of the Initial Purchaser Clause in Contracts

Indemnification of the Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Offering Circular (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities 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 furnished to the Company in writing by the Initial Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering CircularMemorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Offering Circular Memorandum (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities 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 furnished to the Company in writing by the Initial Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Initial Purchaser. The Company Each of the Companies jointly and severally agrees to indemnify and hold harmless the each Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls the any Initial Purchaser within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser or such controlling person may become subject, under the Securities Act, from and against the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any and all losseslitigation, claimsif such settlement is effected with the written consent of the Companies sought to be bound), damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) Memorandum or the Offering Circular Memorandum (or any amendment or supplement thereto) ), or any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of either Company contained herein; or (iii) in whole or in part upon any failure of either Company to perform its obligations hereunder or under law; or (iv) upon any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Companies shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence, willful misconduct or knowing violation of any resale provision of Rule 144A or Regulation S; and to reimburse each case except insofar Initial Purchaser and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such lossesexpenses are reasonably incurred by such Initial Purchaser or such controlling person in connection with investigating, claimsdefending, damages settling, compromising or liabilities arise paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company in writing Companies by the Initial Purchaser Purchasers expressly for use therein, it being understood and agreed in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information furnished by the Initial Purchaser consists of the information described as such in subsection (b) belowCompanies may otherwise have.

Indemnification of the Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers agents, and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, legal fees and other expenses incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which the Initial Purchaser, director, officer, employee, agent or controlling person may become subject, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Company’s Current Report on Form 8-K furnished to the Commission on November 5, 2009, the Preliminary Offering CircularMemorandum, any of the other Time of Sale InformationFinal Offering Memorandum, the information contained in the Final Term Sheet, any Issuer Written Communication, Information or any road show as defined other written information used by or on behalf of the Company in Rule 433(h) under connection with the Securities Act (a “road show”) offer or sale of the Offering Circular Notes (or any amendment or supplement thereto) to the foregoing), or any the omission or alleged omission to state therein therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in and to reimburse the Initial Purchaser, its officers, directors, employees, agents and each case except insofar such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by MLPFS) as such losses, claims, damages or liabilities arise out ofexpenses are reasonably incurred by such Initial Purchaser, or are its officers, directors, employees, agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with any written information furnished to the Company in writing by the Initial Purchaser expressly for use thereinin the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Initial Purchaser consists of the information described as such in subsection (bSection 8(b) belowhereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchaser. The Each of the Company agrees and the Guarantors, jointly and severally, agree to indemnify and hold harmless the Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Initial Purchaser or such controlling person may become subject, under the Securities Act, from and against the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any and all losseslitigation, claimsif such settlement is effected with the written consent of the Company and/or the Guarantors), damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) Memorandum or the Offering Circular Memorandum (or any amendment or supplement thereto) ), or any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in and to reimburse the Initial Purchaser and each case except insofar such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Initial Purchaser) as such lossesexpenses are reasonably incurred by the Initial Purchaser or such controlling person in connection with investigating, claimsdefending, damages settling, compromising or liabilities arise paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company in writing by the Initial Purchaser expressly for use therein, it being understood and agreed in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information furnished by Company or the Initial Purchaser consists of the information described as such in subsection (b) belowGuarantors may otherwise have.

Indemnification of the Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, agents, and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, legal fees and other expenses incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which the Initial Purchaser or such fees and expenses are incurred)controlling person may become subject, joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering CircularMemorandum, any of the other Time of Sale InformationFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Communication, Information or any road show as defined other written information used by or on behalf of the Company in Rule 433(h) under connection with the Securities Act (a “road show”) offer or sale of the Offering Circular Notes (or any amendment or supplement thereto) to the foregoing), or any the omission or alleged omission to state therein therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in and to reimburse the Initial Purchaser, its officers, directors, employees, agents and each case except insofar such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Initial Purchaser) as such lossesexpenses are reasonably incurred by the Initial Purchaser, claimsits officers, damages directors, employees, agents or liabilities arise such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company in writing by the Initial Purchaser expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement to the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information furnished by the Initial Purchaser consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchaser. The Company agrees Issuers and the Guarantors, jointly and severally, agree to indemnify and hold harmless the Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act and the Exchange Act against any loss, claim, damage, liability or Section 20 expense, as incurred, to which the Initial Purchaser, such director, officer, employee or such controlling person may become subject, under the Securities Act, the Exchange Act or other 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 Exchange ActCompany), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are based upon, is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Offering Circular Memorandum (or any amendment or supplement thereto) ), or any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any act or failure to act or any alleged act or failure to act by the Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Issuers and the Guarantors shall not be liable under this clause (ii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Initial Purchaser through its gross negligence or willful misconduct; and to reimburse the Initial Purchaser and each case except insofar such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Initial Purchaser) as such lossesexpenses are reasonably incurred by the Initial Purchaser or such director, claimsofficer, damages employee or liabilities arise controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company in writing Issuers by the Initial Purchaser expressly for use therein, it being understood and agreed in the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information furnished by Issuers and the Initial Purchaser consists of the information described as such in subsection (b) belowGuarantors may otherwise have.

Indemnification of the Initial Purchaser. The Company Each of the Par Entities, jointly and severally, agrees to indemnify and hold harmless the Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act and the Exchange Act against any loss, claim, damage, liability or Section 20 expense, as incurred, to which the Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other 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 Exchange ActPar Parties), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering CircularMemorandum, any of the other Time of Sale InformationPricing Supplement, any Issuer Additional Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) Communication or the Final Offering Circular Memorandum (or any amendment or supplement thereto) ), or any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse the Initial Purchaser and each such affiliate, in each case except insofar director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Initial Purchaser) as such lossesexpenses are reasonably incurred by the Initial Purchaser or such affiliate, claimsdirector, damages officer, employee or liabilities arise controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to the Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company in writing Par Parties by the Initial Purchaser expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), which information is limited to the Purchaser Information. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information furnished by the Initial Purchaser consists of the information described as such in subsection (b) belowPar Parties may otherwise have.

Indemnification of the Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, ) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering CircularMemorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Offering Circular Memorandum (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities 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 the Initial Purchaser furnished to the Company in writing by the Initial Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser consists of the information described as such in subsection (b) belowInitial Purchaser Information.

Indemnification of the Initial Purchaser. The Company agrees and the Issuer, severally and not jointly, agree to indemnify and hold harmless the each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls the such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and as follows: against any and all lossesloss, claimsliability, damages claim, damage and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim assertedexpense whatsoever, as such fees and expenses are incurred), joint or several, that arise arising out of, or are based upon, any of an untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Offering Circular Memorandum (or any amendment or supplement thereto) or any 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, in light of the circumstances under which they were made, not misleading; against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case except insofar as such losses, claims, damages or liabilities arise out ofsettlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based uponupon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 9(d) hereof) any such settlement is effected with the written consent of the Issuer and the Company if applicable; and against any and all expense whatsoever, as reasonably incurred (including the reasonable fees and disbursements of counsel chosen by such Initial Purchaser), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity does not apply (x) to an Initial Purchaser for any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company in writing by the such Initial Purchaser expressly for use thereinin the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that which information is specified in the Initial Purchasers Information Letter or (y) any claim for indemnity made by an Initial Purchaser against the Company or the Issuer, only to the extent such information furnished claim has previously been satisfied by the Initial Purchaser consists Indenture Parties or the Company, respectively, pursuant to the terms of the information described as such in subsection (b) belowthis Section 9.

Indemnification of the Initial Purchaser. The Company agrees to indemnify and hold harmless the Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Offering Circular Memorandum (or any amendment or supplement thereto) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities 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 the Initial Purchaser furnished to the Company in writing by the Initial Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Initial Purchaser. The Company Each of the Issuer and the Tribe (but only to the extent it fails to establish the Issuer as an unincorporated instrumentality of the Tribe operating as contemplated in the Offering Memorandum) jointly and severally agrees to indemnify and hold harmless the Initial Purchaser, its affiliatesdirectors, directors and officers and employees, and each personPerson, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages and liabilities damage, liability or expense (including, without limitationincluding any reasonable investigation, legal fees and other expenses incurred in connection with with, and any amount paid in settlement of, an action, suit, action or proceeding or any claim asserted), as incurred, to which such fees and expenses are incurredInitial Purchaser or such controlling Person may become subject, under the Securities Act, the Exchange Act or other 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 Issuer), joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) Memorandum or the Offering Circular Memorandum (or any amendment or supplement thereto) ), or any Blue Sky application or other information or other documents executed by the Issuer in any state or other jurisdiction to qualify any or all of the Notes under the securities laws thereof, or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any act or failure to act or any alleged act or failure to act by the Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above to the extent such loss, claim, damage, liability or expense is not covered in item (i) above (subject to the limitations set forth below), provided that the Issuer shall not be liable under this clause (ii) to the extent that a court of competent jurisdiction shall have determined by a final non-appealable judgment that such loss, claim, damage, liability or action resulted directly and solely from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse the Initial Purchaser and each case except insofar such controlling Person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Initial Purchaser) as such lossesexpenses are reasonably incurred by the Initial Purchaser or such controlling Person in connection with investigating, claimsdefending, damages settling, compromising or liabilities arise paying any such loss, claim, damage, liability, expense or action to the extent such expenses are not covered in items (i) and (ii) above (subject to the limitations set forth below); provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out ofof or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuer by the Initial Purchaser expressly for use in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto); and provided, further, that the Issuer will not be liable to the Initial Purchaser or are based uponany Person controlling such Initial Purchaser with respect to any such untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Memorandum to the extent that the Issuer shall sustain the burden of proving that any such loss, any liability, claim, damage or expense resulted from the fact that the Initial Purchaser sold securities to a Person to whom such Initial Purchaser failed to send or give, at or prior to the written confirmation of the sale of such Notes, a copy of the Offering Memorandum (as amended or supplemented) if the Issuer has previously furnished copies thereof to the Initial Purchaser (sufficiently in advance of the Closing Date to allow for distribution of the Offering Memorandum in a timely manner) and complied with its obligations under Sections 3(a) and 3(b) hereof and the loss, liability, claim, damage or expense of the Initial Purchaser resulted from an untrue statement or omission or alleged untrue statement or omission made of a material fact contained in reliance upon and or omitted from such Preliminary Offering Memorandum (as amended or supplemented) which was corrected in conformity with the Offering Memorandum (as amended or supplemented). The indemnity agreement set forth in this Section 7(a) shall be in addition to any information furnished to the Company in writing by the Initial Purchaser expressly for use therein, it being understood and agreed liabilities that the only such information furnished by Issuer or the Initial Purchaser consists of the information described as such in subsection (b) belowTribe may otherwise have.

Indemnification of the Initial Purchaser. The Company agrees Issuer and each of the Guarantors jointly and severally agree to indemnify and hold harmless the Initial Purchaser, its affiliates, directors directors, officers and officers employees and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with investigating, preparing for or defending against any loss, damage, liability, litigation, investigation, suit, action or proceeding or any claim assertedasserted (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 fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a any material fact contained in the Preliminary Offering Circular, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) Communication or the Offering Circular (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, 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 the Initial Purchaser furnished to the Company Issuer in writing by the Initial Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser consists of the information described as such in subsection (b) below.