Common use of Indemnification of the Initial Purchasers Clause in Contracts

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, 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 Memorandum or the Offering 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, 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereof.

Indemnification of the Initial Purchasers. The Each of the Company and, upon execution and delivery of the Joinder Agreement, each of the Guarantors Guarantors, jointly and severally agree with the Company, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesAffiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 documented expense, as incurred, to which such 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 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: upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 misleadingmisleading and to reimburse each Initial Purchaser and each such Affiliate, except insofar director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of one firm of counsel chosen by Xxxxxxx Xxxxx in addition to local counsels, as provided in Section 8(c))) as such lossesexpenses are reasonably incurred by such 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 an 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 relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, 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 Memorandum or the Offering 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, 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided PROVIDED, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or given to such person at or prior to the written confirmation of the sale of such Securities Notes to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) 4 hereof.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each personof their respective directors, if anypartners, officers, employees, affiliates and agents of each Initial Purchaser and each person who controls such any Initial Purchaser within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act, from and Act 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)liabilities, joint or several, that to which they or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities or actions in respect thereof arise out of, of or are based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum Memorandum, the Disclosure Package, the Final Memorandum, any Issuer Written Communication or any other written information used by or on behalf of the Offering Memorandum (Company in connection with the offer or sale of the Securities, or in any amendment or supplement thereto) , or any 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such lossesloss, claimsclaim, damages damage, liability or liabilities arise out ofaction; provided, or are based uponhowever, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to that the Company and the Guarantors will not be liable in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser case to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Memorandum, the Disclosure Package or the Final Memorandum, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company, by such or on behalf of any Initial Purchaser and through the Representative specifically for inclusion therein. This indemnity agreement will be in addition to any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with or the provisions of Section 4(a) hereofGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable 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 Memorandum or the Offering 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, 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) 4 hereof.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Initial Guarantor, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers affiliates and each person, if any, who controls such any 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 such Initial Purchaser, 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 ActCompany or as otherwise permitted by Section 8(d) hereof), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering 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; (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, except insofar 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 Company 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 or willful misconduct; and to reimburse each Initial Purchaser and each such director, officer, employee, affiliate or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated) as such lossesexpenses are reasonably incurred by such 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors agree, jointly and severally agree severally, to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees, agents and officers Affiliates, 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 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 such fees and expenses are incurred)Initial Purchaser, joint director, officer, employee, agent, Affiliate or severalcontrolling person may become subject, that arise insofar as such loss, claim, damage, liability or 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 Memorandum Memorandum, Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) ), 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, except insofar and to reimburse each Initial Purchaser, its directors, officers, employees, agents, Affiliates and each such controlling person for any and all expenses (including, subject to Section 9(c), the reasonable fees and disbursements of counsel chosen by X.X. Xxxxxx) as such losses, claims, damages or liabilities arise out ofexpenses are reasonably incurred by such Initial Purchaser, or are its directors, officers, employees, agents and Affiliates 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, with respect to an Initial Purchaser, 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 upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 9(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to Company and the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and each Each of the Guarantors Issuers and the Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActIssuers), 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 Memorandum Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering 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; provided, except insofar as such losseshowever, claimsthat the foregoing indemnity agreement shall not apply, damages with respect to an Initial Purchaser, to any loss, claim, damage, liability or liabilities arise 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 relating to any Initial Purchaser furnished to the Company in writing Issuers by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to Pricing Supplement, any Issuer Additional Written Communication or the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Final Offering Memorandum was not sent (or given to such person at any amendment or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofsupplement thereto).

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its selling agents, its affiliates, directors and officers 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, from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (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 Memorandum Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering 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; provided, except insofar as such losseshowever, claimsthat the foregoing indemnity agreement shall not apply to any loss, damages claim, damage, liability or liabilities arise expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (aor any amendment or supplement thereto) shall not inure and, subject to the benefit of any Section 7(c), to reimburse each Initial Purchaser to and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the extent that fees and disbursements of counsel chosen by the sale to the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person asserting in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofaction.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors Guarantor jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, 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 Memorandum or the Offering 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, 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) 4 hereof.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree Partnership agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, 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 reasonably 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 Memorandum Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering 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 any Initial Purchaser furnished to the Company Partnership in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided , it being understood and agreed that with respect to any the only such untrue statement information consists of the following paragraphs in or omission from the Preliminary Offering Memorandum and the Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both : (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and third paragraph, (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in fourth sentence of the Offering Memorandum unlessseventh paragraph and (iii) the eighth paragraph, in either each case, such failure to deliver under the Offering Memorandum was a result caption “Plan of non-compliance by the Company with the provisions of Section 4(a) hereofDistribution.”

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers agents, 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, 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 such fees and expenses are incurred)Initial Purchaser, joint director, officer, employee, agent or severalcontrolling person may become subject, that arise insofar as such loss, claim, damage, liability or 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 Memorandum Memorandum, the Final Offering Memorandum, the information contained in the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Offering Memorandum Company in connection with the offer or sale of the 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, except insofar and to reimburse each Initial Purchaser, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) 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 relating to any Initial Purchaser furnished to the Company in writing by such any Initial Purchaser through the Representatives BAS expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained 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 this paragraph connection with the offer or sale of the Notes (a) shall not inure to or any amendment or supplement thereto), it being understood and agreed that the benefit of only such information furnished by any Initial Purchaser consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to the extent any liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors and officers officers, employees, affiliates and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act and the Exchange Act (collectively, the “Initial Purchaser Indemnified Parties” and each, an “Initial Purchaser Indemnified Party”) against any loss, claim, damage, liability or Section 20 expense, as incurred (collectively, “Losses” and each, a “Loss”), to which such Initial Purchaser Indemnified Party 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), joint Loss (or several, that arise 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 any Company Additional Written Communication, the Preliminary Offering Memorandum Pricing Disclosure Package or the Offering 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, except insofar ; and to reimburse each Initial Purchasers Indemnified Party for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such lossesexpenses are reasonably incurred by such Initial Purchaser Indemnified Party in connection with investigating, claimsdefending, damages settling, compromising or liabilities arise paying any such Loss 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 relating to any Initial Purchaser furnished to the Company in writing by such any Initial Purchaser through the Representatives expressly for use therein; provided that with respect to in any such untrue statement in or omission from the Preliminary Offering MemorandumCompany Additional Written Communication, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage Pricing Disclosure Package or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent (or given any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by any liabilities that the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors agree, jointly and severally agree severally, to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees, agents and officers Affiliates, 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 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 such fees and expenses are incurred)Initial Purchaser, joint director, officer, employee, agent, Affiliate or severalcontrolling person may become subject, that arise insofar as such loss, claim, damage, liability or 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 Memorandum Memorandum, Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) ), 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, except insofar and to reimburse each Initial Purchaser, its directors, officers, employees, agents, Affiliates and each such controlling person for any and all expenses (including, subject to Section 9(c), the reasonable fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such losses, claims, damages or liabilities arise out ofexpenses are reasonably incurred by such Initial Purchaser, or are its directors, officers, employees, agents and Affiliates 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, with respect to an Initial Purchaser, 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 upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 9(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to Company and the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such Initial Purchaser, affiliates, 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 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse the Initial Purchasers and each such affiliate, except insofar as director, officer, employee or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated) incurred by such lossesInitial 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 an 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each Closing Date Guarantor, as of the Guarantors date hereof, and each Merger Date Guarantor, upon execution and delivery of a Joinder Agreement, agree and undertake to the Initial Purchasers that they will, jointly and severally agree to severally, indemnify and hold harmless each Initial Purchaser, its affiliatespartners, directors and officers 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 ActAct (each, from and an “Indemnified Party”), 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)liabilities, joint or several, that 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, of or are based upon, upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Preliminary Offering Memorandum Circular or Final Offering Circular, in each case as amended or supplemented, or any Issuer Free Writing Communication (including with limitation, any Supplemental Marketing Material) or the Offering Memorandum (General Disclosure Package, or any amendment arise out of or supplement thereto) or any are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such lossesIndemnified Party in connection with investigating or defending against any loss, claimsclaim, damages damage, liability, action, litigation, investigation or liabilities arise out ofproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or are based uponcommenced, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity connection with any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that enforcement of this provision with respect to any of the above as such untrue statement expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser such case to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability arises out of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent is based upon an untrue statement or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the alleged untrue statement in or omission or alleged omission from any of such Preliminary Offering Memorandum was corrected documents in the Offering Memorandum unless, reliance upon and in either case, such failure conformity with written information furnished to deliver the Offering Memorandum was a result of non-compliance by the Company with by any Initial Purchaser through the provisions Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of Section 4(athe information described as such in subsection (b) hereofbelow.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantor, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesAffiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 either effected with the written consent of the Exchange ActCompany or does not require the consent of the Company as contemplated in Section 8(d)), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 each Initial Purchaser and each such Affiliate, except insofar director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such lossesexpenses are reasonably incurred by such 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 an 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 relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Initial Guarantor, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers affiliates and each person, if any, who controls such any 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 such Initial Purchaser, 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 ActCompany or as otherwise permitted by Section 8(d) hereof), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering 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; (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, except insofar 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 Company 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 or willful misconduct; and to reimburse each Initial Purchaser and each such director, officer, employee, affiliate or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated) as such lossesexpenses are reasonably incurred by such 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each Each of the Guarantors Partnership Parties, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesAffiliates, directors and officers directors, officers, employees, selling agents 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 and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Initial Purchaser, Affiliate, director, officer, employee, selling agent or 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 Sunoco or as otherwise permitted by Section 8(d) hereof), 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 Memorandum Memorandum, the Pricing Supplement, any Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) or any ), including 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 the light of the circumstances under which they were made, therein not misleading; and to reimburse each Initial Purchaser and each such Affiliate, except insofar director, officer, employee, selling agent or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such lossesexpenses are reasonably incurred by such Initial Purchaser or such Affiliate, claimsdirector, damages officer, employee, selling agent 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 an 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 relating to any Initial Purchaser furnished to the Company in writing Issuers by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect in the Pricing Disclosure Package, any Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), which information consists solely of the information specified in the penultimate sentence of Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofPartnership Parties may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented 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 Memorandum or the Offering Memorandum (or any amendment or supplement thereto), any road show as defined in Rule 433(h) under the Securities Act (a “road show”), any Marketing Materials or the 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 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided , it being understood and agreed that with respect to any the only such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of information furnished by any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy consists of the Offering Memorandum was not sent or given to information described as such person at or prior to the written confirmation of the sale of such Securities to such person and in subsection (iib) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofbelow.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors its directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActCompany or otherwise permitted by Section 9(d) hereof), 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 Memorandum or Memorandum, the Pricing Supplement, the Final Offering Memorandum (or any amendment or supplement thereto) or any Company Supplemental Disclosure Document, 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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, except insofar 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 Company 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 or willful misconduct; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such lossesexpenses are reasonably incurred by such 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, the Final Offering Memorandum (or any amendment or supplement thereto) or any Company Supplemental Disclosure Document. The indemnity agreement contained set forth in this paragraph (aSection 9(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesAffiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 the Company contained herein; and to reimburse each Initial Purchaser and each such Affiliate, except insofar director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of one firm of counsel chosen by Xxxxxxx Xxxxx in addition to any local counsel) as such lossesexpenses are reasonably incurred by such 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 an 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 relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable 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, caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto) ), or caused by 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, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) 4 hereof.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its selling agents, its affiliates, directors and officers 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, from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (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 Memorandum Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering 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; provided, except insofar as such losseshowever, claimsthat the foregoing indemnity agreement shall not apply to any loss, damages claim, damage, liability or liabilities arise expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph Time of Sale Information, any Issuer Written Communication or the Final Offering Memorandum (aor any amendment or supplement thereto) shall not inure and, subject to the benefit of any Section 7(c), to reimburse each Initial Purchaser to and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the extent that fees and disbursements of counsel chosen by the sale to the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person asserting in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofaction.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree Rainier agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesAffiliates, directors directors, officers and officers employees, 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 and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, from and against any and all lossesthe Exchange Act or other federal or state statutory law or regulation, claimsor at common law or otherwise, 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 any Preliminary Offering Memorandum or the Offering 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; provided, except insofar as such losseshowever, claimsthat the foregoing indemnity agreement shall not apply to any loss, damages claim, damage, liability or liabilities arise 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 relating to any Initial Purchaser furnished to the Company in writing Rainier by such an Initial Purchaser through the Representatives Banc of America Securities LLC expressly for use therein; provided that with respect to in any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage Memorandum or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent (or given any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unlessany liabilities that Rainier, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with or the provisions of Section 4(a) hereofGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors agree, jointly and severally agree severally, to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, agents and affiliates, directors and officers 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 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 such fees and expenses are incurred)Initial Purchaser, joint director, officer, employee, agent, affiliate or severalcontrolling person may become subject, that arise insofar as such loss, claim, damage, liability or 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 Memorandum Memorandum, Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) ), 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, except insofar and to reimburse each Initial Purchaser, its directors, officers, employees, agents, affiliates and each such controlling person for any and all expenses (including, subject to Section 9(c), the reasonable fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such losses, claims, damages or liabilities arise out ofexpenses are reasonably incurred by such Initial Purchaser, or are its directors, officers, employees, agents and affiliates 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 upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 9(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal, provincial, territorial 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 is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Disclosure Package, any Company Additional Written Communication, the Final Offering Memorandum or any other written information used by or on behalf of the Offering Memorandum Company in connection with the offer and sale of the Securities (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, except insofar and to reimburse each Initial Purchaser and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of outside counsel chosen by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated) as such lossesexpenses are reasonably incurred by such 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 relating to any Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representatives Purchasers expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Disclosure Package, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (a) Section 8 shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to Company or the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Initial Guarantor, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers affiliates and each person, if any, who controls such any 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 such Initial Purchaser, 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 ActCompany or as otherwise permitted by Section 8(d) hereof), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering 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; (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, except insofar 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 Company 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 or willful misconduct; and to reimburse each Initial Purchaser and each such director, officer, employee or 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 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each Each of the Guarantors Manitowoc Parties, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, 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 Memorandum Circular, any of the other Time of Sale Information, any Issuer Written Communication, the pre-marketing materials or the Offering Memorandum Circular (or any amendment or supplement thereto) ), or caused by 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 any Initial Purchaser furnished to the Company Manitowoc Parties in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereof.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers agents, 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 and the Exchange ActAct and the directors, officers, employees and agents of any such controlling person from and 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 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 Company and/or any Guarantor sought to be bound), 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 Memorandum or the Offering 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) upon any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, except insofar 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 Company 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 such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by UBS 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 relating to such Initial Purchaser made in reliance upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to in any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage Memorandum or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent (or given any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by any liabilities that the Company with or the provisions of Section 4(a) hereofGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers agents, 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, 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 such fees and expenses are incurred)Initial Purchaser, joint director, officer, employee, agent or severalcontrolling person may become subject, that arise insofar as such loss, claim, damage, liability or 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 Disclosure Package, the Final Offering Memorandum Memorandum, the information contained in the Final Term Sheet or any other written information used by or on behalf of the Offering Memorandum Company in connection with the offer or sale of the 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, except insofar and to reimburse each Initial Purchaser, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) 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 relating to any Initial Purchaser furnished to the Company in writing and the Guarantors by such any Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Disclosure Package, the Final Offering Memorandum, the indemnity agreement contained Final Term Sheet or any other written information used by or on behalf of the Company in this paragraph connection with the offer or sale of the Notes (a) shall not inure to or any amendment or supplement thereto), it being understood and agreed that the benefit of only such information furnished by any Initial Purchaser consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to the extent any liabilities that the sale to Company and the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any 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 such Initial 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 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 is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering 19 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, except insofar and to reimburse each Initial Purchaser and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by NationsBanc Xxxxxxxxxx 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 relating to any Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representatives Purchasers expressly for use thereinin any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto); provided and provided, further, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the foregoing indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to from whom the person asserting any such loss, claim, damage damage, liability or liability was an initial resale by expense purchased Securities, or any person controlling such Initial Purchaser and any such lossPurchaser, claim, damage or liability if copies of or with respect the Offering Memorandum were timely delivered to such the Initial Purchaser results from the fact that both (i) pursuant to Section 2 and a copy of the Offering Memorandum (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Initial Purchaser to such person person, at or prior to the written confirmation of the sale of such the Securities to such person person, and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in if the Offering Memorandum unless(as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in either case, such failure this Section 8(a) shall be in addition to deliver the Offering Memorandum was a result of non-compliance by any liabilities that the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of Holdings, the Company and each of the Subsidiary Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls such 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 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 Holdings and against any and all lossesthe Company), 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, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering 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 the Company or any Guarantor contained herein; or (iii) in whole or in part upon any failure of the Company or any Guarantor to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, except insofar 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 items (i) through (iii) (subject to the limitations set forth below), provided that none of the Company or any Guarantor shall 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 or willful misconduct; and to reimburse such 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 relating to any Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representatives Purchasers expressly for use therein; provided that with respect to in any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage Memorandum or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent (or given any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to such person at any liabilities that Holdings or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with and the provisions of Section 4(a) hereofSubsidiary Guarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors Guarantors, jointly and severally severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors and officers officers, employees, affiliates and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act and the Exchange Act (collectively, the “Initial Purchaser Indemnified Parties” and each, an “Initial Purchaser Indemnified Party”) against any loss, claim, damage, liability or Section 20 expense, as incurred (collectively, “Losses” and each, a “Loss”), to which such Initial Purchaser Indemnified Party 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), joint Loss (or several, that arise 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 any Company Additional Written Communication, the Preliminary Offering Memorandum Pricing Disclosure Package or the Offering 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, except insofar ; and to reimburse each Initial Purchaser Indemnified Party for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such lossesexpenses are reasonably incurred by such Initial Purchaser Indemnified Party in connection with investigating, claimsdefending, damages settling, compromising or liabilities arise paying any such Loss 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 relating to any Initial Purchaser furnished to the Company in writing by such any Initial Purchaser through the Representatives expressly for use therein; provided that with respect to in any such untrue statement in or omission from the Preliminary Offering MemorandumCompany Additional Written Communication, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage Pricing Disclosure Package or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent (or given any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by any liabilities that the Company with or the provisions of Section 4(a) hereofGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors its directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActCompany or otherwise permitted by Section 9(d) hereof), 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 Memorandum or Memorandum, the Pricing Supplement, the Final Offering Memorandum (or any amendment or supplement thereto) or any Company Supplemental Disclosure Document, 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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, except insofar 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 Company 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 or willful misconduct; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such lossesexpenses are reasonably incurred by such 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 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, the Final Offering Memorandum (or any amendment or supplement thereto) or any Company Supplemental Disclosure Document. The indemnity agreement contained set forth in this paragraph (aSection 9(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to Company and the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and each Each of the Guarantors Partnership Parties, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesAffiliates, directors and officers directors, officers, employees, selling agents and each person, if any, who controls such any 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, selling agent 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 ActCompany or as otherwise permitted by Section 8(d) hereof), 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 Memorandum Memorandum, the Pricing Supplement, any Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) or any ), including 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 the light of the circumstances under which they were made, therein not misleading; and to reimburse each Initial Purchaser and each such Affiliate, except insofar director, officer, employee, selling agent or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such lossesexpenses are reasonably incurred by such Initial Purchaser or such Affiliate, claimsdirector, damages officer, employee, selling agent 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 an 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 relating to any Initial Purchaser furnished to the Company in writing Issuers by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofPartnership Parties may otherwise have.

Indemnification of the Initial Purchasers. The Company Issuer and each of the Guarantors Guarantor jointly and severally agree to indemnify and hold harmless each Initial Purchaser, Purchaser and its affiliates, directors and officers their respective directors, officers, employees, representatives, agents 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, 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 ofof or in connection with, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Preliminary Offering Memorandum Time of Sale Information, any Additional Written Communication (when taken together with the Time of Sale Information or the Final Offering Memorandum) or the Final Offering Memorandum (or any amendment or supplement thereto) or (ii) 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, except insofar as such losses, claims, damages or liabilities arise out ofof or in connection with, 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 any Initial Purchaser furnished to the Company Issuer or Guarantor in writing by such Initial Purchaser through the Representatives expressly for use therein; provided , it being understood and agreed that with respect to any the only such untrue statement in information furnished by or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit on behalf of any Initial Purchaser to consists only of the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by legal and marketing names of such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofPurchaser.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls such any 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 such Initial 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 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 is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto) ), 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; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, except insofar as such losseshowever, claimsthat the foregoing indemnity agreement shall not apply to any loss, damages claim, damage, liability or liabilities arise 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use thereinin the Offering Memorandum (or any amendment or supplement thereto); provided provided, further, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the foregoing indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to from whom the person asserting any such loss, claim, damage damage, liability or liability was an initial resale by expense purchased Debentures, or any person controlling such Initial Purchaser and any such lossPurchaser, claim, damage or liability if copies of or with respect the Final Offering Memorandum were timely delivered to such Initial Purchaser results from the fact that both (i) pursuant to Section 2 and a copy of the Final Offering Memorandum (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Initial Purchaser to such person person, at or prior to the written confirmation of the sale of such Securities the Debentures to such person person, and (ii) if the untrue statement in or omission from such Preliminary Final Offering Memorandum was corrected (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense; and provided, further, that nothing in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by this Section 7(a) shall obligate the Company with to indemnify any Initial Purchaser, its directors, officers and employees and controlling persons, who has failed or refused to purchase Debentures which they have agreed to purchase on the provisions of First Closing Date or the Second Closing Date, as the case may be. The indemnity agreement set forth in this Section 4(a7(a) hereofshall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActCompany or is otherwise permitted under Section 8(d)), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 each Initial Purchaser and each such affiliate, except insofar director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of one counsel chosen by the Representatives) as such lossesexpenses are reasonably incurred by such 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 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Initial Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers and agents each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act and each Affiliate of any Initial Purchaser who has participated in the transactions contemplated by this Agreement (each such affiliate, a “Participating Affiliate”) against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, director, officer, employee, agent, controlling person or Participating Affiliate may become subject, under the Securities Act, from and against any and all lossesthe Exchange Act or other federal or state statutory law or regulation, claimsor at common law or otherwise, 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) 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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, except insofar and to reimburse each Initial Purchaser and each such director, officer, employee, agent, controlling person or Participating Affiliate for any and all expenses (including the fees and disbursements of counsel) as such lossesexpenses are reasonably incurred by such Initial Purchaser or such director, claimsofficer, damages employee, agent, controlling person or liabilities arise out ofParticipating Affiliate in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action (whether or not such Initial Purchaser, director, officer, employee, controlling person, or are Participating Affiliate is a party thereto and whether threatened or commenced; 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 upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in subsection (b) below. The indemnity agreement contained set forth in this paragraph (aSection 9(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to shall indemnify and hold harmless each Initial Purchaser, each of their respective affiliates and each of its affiliatesand their respective directors, directors officers, members, employees, representatives and officers agents and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange ActAct (collectively, from the “Initial Purchaser Indemnified Parties,” and each an “Initial Purchaser Indemnified Party”) against any and all lossesloss, claimsclaim, damages and liabilities damage, expense or liability whatsoever (includingor any action, without limitation, legal fees and other expenses incurred in connection with any suit, action investigation or proceeding or any claim asserted, as such fees and expenses are incurredin respect thereof), joint or several, that arise to which such Initial Purchaser Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum Memorandum, 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 Memorandum (Memorandum, or in any amendment or supplement theretothereto or document incorporated by reference therein or (ii) or any the omission or alleged omission to state therein in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show or the Offering Memorandum, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, except insofar and shall reimburse the Initial Purchaser Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Initial Purchaser Indemnified Party in connection with investigating, or preparing to defend, or defending against, settling, compromising, or appearing as such losses, claims, damages or liabilities arise out a third party witness in respect of, or are based uponotherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged untrue statement omission from the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show or omission the Offering Memorandum, or in any such amendment or supplement thereto, made in reliance upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly by or on behalf of the Initial Purchasers specifically for use therein; provided that with respect , which information the parties hereto agree is limited to the Initial Purchasers’ Information (as defined in Section 7(b) hereof). This indemnity agreement is not exclusive and will be in addition to any such untrue statement in or omission from liability which the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) Company might otherwise have and shall not inure limit any rights or remedies which may otherwise be available at law or in equity to the benefit of any each Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofIndemnified Party.

Indemnification of the Initial Purchasers. The Company and each Each of the Guarantors Partnership Parties, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesAffiliates, directors and officers directors, officers, employees, selling agents and each person, if any, who controls such any 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, selling agent 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 ActCompany or as otherwise permitted by Section 8(d) hereof), 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 Memorandum Memorandum, the Pricing Supplement, any Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) or any ), including 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 the light of the circumstances under which they were made, therein not misleading; and to reimburse each Initial Purchaser and each such Affiliate, except insofar director, officer, employee, selling agent or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such lossesexpenses are reasonably incurred by such Initial Purchaser or such Affiliate, claimsdirector, damages officer, employee, selling agent 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 an 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 relating to any Initial Purchaser furnished to the Company in writing Issuers by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect in the Pricing Disclosure Package, any Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), which information consists solely of the information specified in the penultimate sentence of Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofPartnership Parties may otherwise have.

Indemnification of the Initial Purchasers. The Company and each Each of the Guarantors Partnership Parties, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesthe directors, directors officers and officers employees of each Initial Purchaser, each Affiliate of any Initial Purchaser who participated or is alleged to have participated in the distribution of the Securities, and each person, if any, who controls such any 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 such 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 ActParent Guarantor), 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 Memorandum Memorandum, the Pricing Supplement, any Additional Written Communication or the Final Offering 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 each Initial Purchaser and each such Affiliate, except insofar director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such lossesexpenses are reasonably incurred by such 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 an 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 relating to any Initial Purchaser furnished to the Company in writing Issuers and the Parent Guarantor by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofPartnership Parties may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable 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 Memorandum or the Offering 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, 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) 4 hereof.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to will indemnify and hold harmless each Initial Purchaser, its affiliatespartners, directors and officers 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 ActAct (each, from and a “Company Indemnified Party”), 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)liabilities, joint or several, that to which such Company 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, of or are based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum Memorandum, any other Time of Sale Information, any Issuer Written Communication or the Offering 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, except insofar as and will reimburse each Company Indemnified Party for any legal or other expenses reasonably incurred by such lossesCompany Indemnified Party in connection with investigating or defending against any loss, claimsclaim, damages damage, liability, action, litigation, investigation or liabilities arise out ofproceeding whatsoever (whether or not such Company Indemnified Party is a party thereto), whether threatened or are based uponcommenced, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity connection with any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that enforcement of this provision with respect to any of the above as such untrue statement expenses are incurred; provided, however, that the Company will not be liable in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser such case to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability arises out of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent is based upon an untrue statement or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the alleged untrue statement in or omission or alleged omission from any of such Preliminary Offering Memorandum was corrected documents in the Offering Memorandum unless, reliance upon and in either case, such failure conformity with written information furnished to deliver the Offering Memorandum was a result of non-compliance by the Company with by any Initial Purchaser through the provisions Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of Section 4(athe information described as such in paragraph (b) hereofbelow.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such Initial Purchaser, 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 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 Memorandum Circular, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum Circular (or any amendment or supplement thereto) or any (ii) 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 each Initial Purchaser and each such director, except insofar officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by Xxxxxxx, Sachs & Co.) as such lossesexpenses are reasonably incurred by such 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, with respect to an 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering MemorandumCircular, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActCompany or is otherwise permitted by Section 8(d)), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 each Initial Purchaser and each such affiliate, except insofar director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such lossesexpenses are reasonably incurred by such 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 an 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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) such Initial Purchaser, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable 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 Memorandum or the Offering Memorandum (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative 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; provided provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) to the extent required by applicable law, a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) 4 hereof.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, 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 Memorandum Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that the obligations of the Acquired Guarantors under this Section 7(a) shall not arise until the execution and delivery by the Acquired Guarantors of the Joinder Agreement; provided, further, however, that the foregoing indemnity agreement with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum (which for purposes of this proviso shall be deemed to include the Supplement dated January 27, 2006 to the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to from whom the person asserting any such losses, claims, damages or liabilities purchased Securities, or any person controlling such Initial Purchaser, where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the Time of Sale, the Company had notified such Initial Purchaser that the Preliminary Offering Memorandum contained an untrue statement of material fact or omitted 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, (ii) such untrue statement or omission of a material fact was corrected in a subsequent Time of Sale Information or, where permitted by law, an Issuer Written Communication and such correcting or supplementing Time of Sale Information or Issuer Written Communication was provided to such Initial Purchaser sufficiently in advance of the Time of Sale so that such correcting or supplementing Time of Sale Information or Issuer Written Communication could have been provided to such person prior to the Time of Sale, (iii) the Initial Purchaser did not send or give such correcting or supplementing Time of Sale Information or Issuer Written Communication to such person at or prior to the Time of Sale of the Securities to such person, and (iv) such loss, claim, damage or liability was an initial resale by such would not have occurred had the Initial Purchaser and any delivered such loss, claim, damage correcting or liability supplementing Time of Sale Information or with respect Issuer Written Communication to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofperson.

Indemnification of the Initial Purchasers. The Company Issuer and each of the Guarantors Guarantors, will jointly and severally severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActIssuer), 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 Memorandum Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering 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; provided, except insofar as such losseshowever, claimsthat the foregoing indemnity agreement shall not apply, damages with respect to an Initial Purchaser, to any loss, claim, damage, liability or liabilities arise 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 relating to any Initial Purchaser furnished to the Company in writing Issuer by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofIssuer may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, 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 Memorandum or the Offering 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, 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) 4 hereof.

Indemnification of the Initial Purchasers. The Company and each Each of the Guarantors Issuer and the Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliateseach Holder and their respective directors, directors managers, general partner, officers, employees and officers agents and each person, if any, who controls such any Initial Purchaser or any Holder within the meaning of Section 15 the 1933 Act and the 1934 Act, or is under common control with, or is controlled by, any Initial Purchaser or any Holder against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Holder or such director, managers, general partner, officer, employee, agent or controlling person may become subject, under the 1933 Act, the 1934 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 Securities Act or Section 20 of the Exchange ActIssuer), 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 Memorandum Registration Statement, Prospectus or the Offering Memorandum any Free Writing Prospectus (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 the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser, except insofar Holder and each such director, manager, general partner, officer, employee, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such lossesexpenses are reasonably incurred by such Initial Purchaser, claimsHolder or such director, damages manager, general partner, officer, employee, agent 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 relating to any Initial Purchaser furnished to the Company in writing Issuer by such any Initial Purchaser through the Representatives or any selling Holder expressly for use therein; provided that with respect in the Registration Statement, Prospectus or any Free Writing Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 5(a) shall be in addition to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofIssuer may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliatesaffiliates that assist in the distribution of the Securities, directors and officers 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, 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 Memorandum or the Offering 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, 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser either directly or through the Representatives Representative expressly for use therein; provided provided, that with respect to any such actual or alleged untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereof.

Indemnification of the Initial Purchasers. The Company and each Each of the Guarantors Issuers jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesaffiliates that directly participate in the distribution of the Securities, its directors and officers 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, 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 Memorandum or the Offering 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, 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 any Initial Purchaser furnished to the Company Merger Sub in writing by such Initial Purchaser through the Representatives Representative or its counsel expressly for use therein; provided provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company Issuers with the provisions of Section 4(a) 4 hereof.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers agents, 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, 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 such fees and expenses are incurred)Initial Purchaser, joint director, officer, employee, agent or severalcontrolling person may become subject, that arise insofar as such loss, claim, damage, liability or 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 Disclosure Package, the Final Offering Memorandum Memorandum, the information contained in the Final Term Sheet or any other written information used by or on behalf of the Offering Memorandum Company in connection with the offer or sale of the 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, except insofar and to reimburse each Initial Purchaser, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) 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 relating to any Initial Purchaser furnished to the Company in writing and the Guarantors by such any Initial Purchaser through the Representatives BAS expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Disclosure Package, the Final Offering Memorandum, the indemnity agreement contained Final Term Sheet or any other written information used by or on behalf of the Company in this paragraph connection with the offer or sale of the Notes (a) shall not inure to or any amendment or supplement thereto), it being understood and agreed that the benefit of only such information furnished by any Initial Purchaser consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to the extent any liabilities that the sale to Company and the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its selling agents, its affiliates, employees, directors and officers 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, from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (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 Memorandum Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering 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; provided, except insofar as such losseshowever, claimsthat the foregoing indemnity agreement shall not apply to any loss, damages claim, damage, liability or liabilities arise expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (aor any amendment or supplement thereto) shall not inure and, subject to the benefit of any Section 7(c), to reimburse each Initial Purchaser to and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the extent that fees and disbursements of counsel chosen by the sale to the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person asserting in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofaction.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each personof their respective directors, if anypartners, officers, employees, affiliates and agents of each Initial Purchaser and each person who controls such any Initial Purchaser within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act, from and Act 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)liabilities, joint or several, that to which they or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities or actions in respect thereof arise out of, of or are based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum Memorandum, the Disclosure Package, the Final Memorandum, any Issuer Written Communication or any other written information used by or on behalf of the Offering Memorandum (Company in connection with the offer or sale of the Securities, or in any amendment or supplement thereto) , or any 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such lossesloss, claimsclaim, damages damage, liability or liabilities arise out ofaction; provided, or are based uponhowever, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to that the Company will not be liable in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser case to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Memorandum, the Disclosure Package or the Final Memorandum, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company, by such or on behalf of any Initial Purchaser and through the Representative specifically for inclusion therein. This indemnity agreement will be in addition to any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, 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 Memorandum Memorandum, 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 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided , it being understood and agreed that with respect to any the only such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of information furnished by any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy consists of the Offering Memorandum was not sent or given to information described as such person at or prior to the written confirmation of the sale of such Securities to such person and in subsection (iib) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofbelow.

Indemnification of the Initial Purchasers. The Company and each Escrow Issuer agrees (it being understood that, after the Mergers, GenOn will assume all of the Guarantors jointly and severally agree obligations of Escrow Issuer) to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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 ActAct (each, an “Initial Purchaser Indemnified Person”), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable 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) (collectively, the “Losses”), 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 Memorandum Memorandum, any of the other Time of Sale Information, any Escrow Written Communication, RRI Written Communication, Mirant Written Communication or the Offering Memorandum (or any amendment or supplement thereto) (collectively, the “Indemnification Documents”) 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 any Initial Purchaser furnished to the Company Escrow Issuer, RRI and Mirant in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect provided, however, that, if, prior to the closing of the Merger, (i) any such Losses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission in any information relating solely to RRI (in the good faith determination of the Representative (after consultation with outside counsel to the Representative) in the absence of any final judgment of a court) contained in or omission from the Preliminary Offering Memorandumomitted from, or allegedly contained in or omitted from, the indemnity agreement contained Indemnification Documents, then, at the option of the Representative, RRI (in lieu of Escrow Issuer) agrees to provide the indemnification provided in this paragraph (aSection 7(a) shall not inure to the benefit of any Initial Purchaser only to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and Losses, (ii) the any Losses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission in any information relating solely to Mirant (in the good faith determination of the Representative (after consultation with outside counsel to the Representative) in the absence of any final judgment of a court) contained in or omitted from, or allegedly contained in or omitted from, the Indemnification Documents, then, at the option of the Representative, Mirant (in lieu of Escrow Issuer) agrees to provide the indemnification provided in this Section 7(a) only to the extent of such Losses, or (iii) (x) any Losses arise out of, or are based upon, any untrue statement or omission from or alleged untrue statement or omission in any information relating neither solely to RRI nor solely to Mirant and (y) Escrow Issuer’s indemnification under this Section 7(a) is insufficient in respect of such Preliminary Offering Memorandum was corrected in Losses, then RRI agrees to provide indemnification of 50% of the Offering Memorandum unless, in either case, remaining balance of such Losses and Mirant agrees to provide indemnification of the other 50% of such balance (it being understood that the indemnification is this clause (iii) is not joint and several and RRI shall have no liability for Mirant’s failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(afully indemnify under this clause (iii) hereofand Mirant shall have no liability for RRI’s failure to fully indemnify under this clause (iii)).

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors and officers officers, employees, affiliates and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act and the Exchange Act (collectively, the “Initial Purchaser Indemnified Parties” and each, an “Initial Purchaser Indemnified Party”) against any loss, claim, damage, liability or Section 20 expense, as incurred (collectively, “Losses” and each, a “Loss”), to which such Initial Purchaser Indemnified Party 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), joint Loss (or several, that arise 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 any Company Additional Written Communication, the Preliminary Offering Memorandum Pricing Disclosure Package or the Offering 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, except insofar ; and to reimburse each Initial Purchaser Indemnified Party for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such lossesexpenses are reasonably incurred by such Initial Purchaser Indemnified Party in connection with investigating, claimsdefending, damages settling, compromising or liabilities arise paying any such Loss 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 relating to any Initial Purchaser furnished to the Company in writing by such any Initial Purchaser through the Representatives expressly for use therein; provided that with respect to in any such untrue statement in or omission from the Preliminary Offering MemorandumCompany Additional Written Communication, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage Pricing Disclosure Package or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent (or given any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by any liabilities that the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors Guarantors, jointly and severally severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, 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 and the Exchange Act, Act and each affiliate of any Initial Purchaser within the meaning of Rule 405 under the Securities Act from and 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 such fees and expenses are incurredInitial Purchaser or such controlling person or affiliate 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 Company), 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 Memorandum or the Offering 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, except insofar ; and to reimburse each Initial Purchaser and each such controlling person or affiliate 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 or affiliate 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 information relating to any Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representatives Purchasers expressly for use thereinin any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto); provided provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) 3 hereof. The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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 Act, from and 1934 Act as follows: (i) 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, of any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Offering Memorandum or the Final Offering 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; (ii) against any and all loss, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based uponupon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Xxxxxxx Xxxxx), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense (x) 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 relating to any Initial Purchaser furnished to the Company in writing by such any Initial Purchaser through the Representatives Xxxxxxx Xxxxx expressly for use therein; provided that in the Offering Memorandum (or any amendment thereto), and (y) with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to Company shall sustain the person asserting burden of proving (i) that any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claimexpense, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) such Initial Purchaser sold the Notes to a copy of the Offering Memorandum person as to whom there was not sent or given to such person given, at or prior to the written confirmation of such sale, a copy of the sale of such Securities to such person and Final Offering Memorandum (as then amended or supplemented), (ii) that the Company had previously furnished copies thereof in sufficient quantities to such Initial Purchaser and the loss, claim, expense, damage or liability of such Initial Purchaser results from an untrue statement in or omission from such of a material fact contained in the Preliminary Offering Memorandum that was corrected in the Final Offering Memorandum unless, in either case, and (iii) that sending such failure to deliver the Final Offering Memorandum was a result of non-compliance by the Company with date of closing to the provisions of Section 4(a) hereofperson or persons asserting such loss, liability, claim, damage or expense would have constituted a defense to the claim asserted by such person or persons.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantor, jointly and severally severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers agents, 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 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 such fees and expenses are incurred)Initial Purchaser or such 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 Memorandum, the Time of Sale Memorandum, any Additional Written Offering Memorandum Communication prepared by or on behalf of, used by, referred to by the Company or the Offering Guarantor, or the Final 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 required to make the statements be stated therein, in the light of the circumstances under which they were made, or necessary to make the statements therein not misleading; and to reimburse each Initial Purchaser, except insofar its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such losses, claims, damages or liabilities arise out ofexpenses are reasonably incurred by such Initial Purchaser, or are its officers, directors, employees and 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 upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing and the Guarantor by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Time of Sale Memorandum, any Additional Written Offering Communication or the Final Memorandum or any amendment or supplement thereto. The indemnity agreement contained set forth in this paragraph (aSection 9(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to Company and the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofGuarantor may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls such any 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 such Initial Purchaser, 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 ActCompany or effected without the written consent of the Company in accordance with Section 8(d)), 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: upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering 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 each Initial Purchaser and each such director, except insofar officer, employee or 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 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 relating to any Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representatives Purchasers expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Initial Guarantor, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers affiliates and each person, if any, who controls such any 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 such Initial Purchaser, director, officer, employee, affiliate 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 ActCompany or as otherwise permitted by Section 8(d) hereof), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering 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 misleadingmisleading or (ii) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, except insofar 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 neither the Company nor any Initial Guarantor shall 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 such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such director, officer, employee, affiliate or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated) as such lossesexpenses are reasonably incurred by such Initial Purchaser or such director, claimsofficer, damages employee, affiliate 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to Parent will indemnify and hold harmless each Initial Purchaser, its affiliatespartners, directors and officers 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, 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)liabilities, joint or several, that to which such Initial Purchaser may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, upon any untrue statement or alleged untrue statement of a any material fact contained in the Preliminary Offering Memorandum or Memorandum, the Disclosure Package, any Company Additional Written Communication, the Final Offering Memorandum (Memorandum, or any amendment or supplement thereto) , or any 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 in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, 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 any will reimburse each Initial Purchaser furnished to the Company in writing for any legal or other expenses reasonably incurred by such Initial Purchaser through the Representatives expressly for use therein; provided that in connection with respect to investigating or defending any such untrue statement loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Parent will not be liable in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser such case to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability arises out of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent is based upon an untrue statement or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the alleged untrue statement in or omission or alleged omission from any of such Preliminary Offering Memorandum was corrected documents in reliance upon and in conformity with written information furnished to the Parent by any Initial Purchaser through the Representatives, if any, 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 the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofTerms Agreement.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors (for purposes of Sections 8, 9 and 10 of this Agreement, the term Company shall include the Guarantors), jointly and severally severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls such any 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 such Initial 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 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 is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering 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, except insofar ; and to reimburse each Initial Purchaser and each such controlling person for any and all expenses (including the reasonable 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 relating to any Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representatives Purchasers expressly for use therein; provided that with respect to in any such untrue statement in or omission from the Preliminary Offering MemorandumMemorandum or the Offering Memorandum (or any amendment or supplement thereto); PROVIDED FURTHER, HOWEVER, that the indemnity agreement indemnification contained in this paragraph (a) with respect to the Preliminary Offering Memorandum shall not inure to the benefit of any the Initial Purchaser Purchasers (or to the extent that benefit of any person controlling the sale to the person asserting Initial Purchasers) on account of any such loss, claim, damage damage, liability or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results expense arising from the fact that both (i) sale of the Securities by the Initial Purchasers to any person if a copy of the Offering Memorandum was (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) shall not have been delivered or sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the each untrue statement in of a material fact contained in, and each omission or alleged omission from of a material fact from, such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless(as so amended or supplemented) and it shall have been determined that any Initial Purchaser and each person, in either caseif any, who controls such failure to deliver Initial Purchasers would not have incurred such losses, claims, damages, liabilities and expenses had the Offering Memorandum was a result of non-compliance by been delivered or sent. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActCompany or is otherwise permitted under Section 8(d)), 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, or are is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 each Initial Purchaser and each such affiliate, except insofar director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BofAS) as such lossesexpenses are reasonably incurred by such 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 an 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Subsidiary Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls such any 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 such Initial Purchaser, 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 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 is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Pricing Disclosure Package, the Final Offering Memorandum Memorandum, the Company's Current Report on Form 8-K furnished to/filed with the Commission on February 1, 2007, the roadshow relating to the Debentures prepared by the Company as available on www.netroadshow.com on the date hereof, or any other written infoxxxxxxx xxxxxxed and used by the Offering Memorandum Company in connection with the offer or sale of the Debentures (or any amendment or supplement thereto) to the foregoing), 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, except insofar and to reimburse each Initial Purchaser and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by each Initial Purchaser) as such lossesexpenses are reasonably incurred by such 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 relating to any Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representatives Purchasers expressly for use therein; provided that with respect in the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement to the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in addition to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent liabilities that the sale to Company and the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofSubsidiary Guarantors may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActCompany or as otherwise permitted under Section 8(d) hereof), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse each Initial Purchaser and each such affiliate, except insofar director, officer, employee or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such lossesexpenses are reasonably incurred by such 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 an 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale Company may otherwise have to the person asserting any such loss, claim, damage or liability was an initial resale by such each Initial Purchaser and any each such lossaffiliate, claimdirector, damage officer, employer or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofcontrolling person.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantor, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls such any 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 such Initial Purchaser, 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 either effected with the written consent of the Exchange ActCompany or does not require the consent of the Company as contemplated in Section 8(d)), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 each Initial Purchaser and each such director, except insofar officer, employee or 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 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, with respect to an 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 relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Subsidiary Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls such any 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 such Initial Purchaser, 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 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 is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Pricing Disclosure Package, the Final Offering Memorandum Memorandum, the Company's Current Report on Form 8-K furnished to/filed with the Commission on February 1, 2007, the roadshow relating to the Securities prepared by the Company as available on www.netroadshow.com on the date hereof, or any other written infoxxxxxxx xxxxxxed and used by the Offering Memorandum Company in connection with the offer or sale of the Securities (or any amendment or supplement thereto) to the foregoing), 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 each Initial Purchaser and each such director, except insofar officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by each Initial Purchaser) as such lossesexpenses are reasonably incurred by such 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 relating to any Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representatives Purchasers expressly for use therein; provided that with respect in the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent liabilities that the sale to Company and the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofSubsidiary Guarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its selling agents, its affiliates, directors and officers 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, from and against any and all losses, claims, damages damages, liabilities and liabilities expenses (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 Memorandum Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering 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; provided, except insofar as such losseshowever, claimsthat the foregoing indemnity agreement shall not apply to any loss, damages claim, damage, liability or liabilities arise expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph Time of Sale Information, any Issuer Written Communication or the Final Offering Memorandum (aor any amendment or supplement thereto) shall not inure and, subject to the benefit of any Section 7(c), to reimburse each Initial Purchaser to and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the extent that fees and disbursements of counsel chosen by the sale to the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person asserting in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofaction.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, from and Act as follows: (i) 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, of any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering 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 the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based uponupon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Banc of America Securities LLC), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such any Initial Purchaser through the Representatives Banc of America Securities LLC expressly for use therein; provided that in the Offering Memorandum (or any amendment thereto). The foregoing indemnity with respect to any such untrue statement contained in or omission from the a Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) Memorandum shall not inure to the benefit of any Initial Purchaser to the extent that the sale to from whom the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such lossliability, claim, damage or liability expense purchased any of the Securities which are the subject thereof if the Company shall sustain the burden of proving that such person was not sent or with respect to such Initial Purchaser results from the fact that both (i) given a copy of the Offering Memorandum was not sent (or given to such person the Offering Memorandum as amended or supplemented) at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement contained in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the (or Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofas amended or supplemented).

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to shall indemnify and hold harmless each Initial Purchaser, each of their respective affiliates and each of its affiliatesand their respective directors, directors officers, members, employees, representatives and officers agents and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange ActAct (collectively, from the “Initial Purchaser Indemnified Parties,” and each an “Initial Purchaser Indemnified Party”) against any and all lossesloss, claimsclaim, damages and liabilities damage, expense or liability whatsoever (includingor any action, without limitation, legal fees and other expenses incurred in connection with any suit, action investigation or proceeding or any claim asserted, as such fees and expenses are incurredin respect thereof), joint or several, that arise to which such Initial Purchaser Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any Permitted General Solicitation, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Offering Memorandum (Memorandum, or in any amendment or supplement theretothereto or document incorporated by reference therein or (ii) or any the omission or alleged omission to state therein in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show or the Offering Memorandum, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, except insofar and shall reimburse the Initial Purchaser Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Initial Purchaser Indemnified Party in connection with investigating, or preparing to defend, or defending against, settling, compromising, or appearing as such losses, claims, damages or liabilities arise out a third party witness in respect of, or are based uponotherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged untrue statement omission from the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show or omission the Offering Memorandum, or in any such amendment or supplement thereto, made in reliance upon and in conformity with any written information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly by or on behalf of the Initial Purchasers specifically for use therein; provided that with respect , which information the parties hereto agree is limited to the Initial Purchasers’ Information (as defined in Section 7(b) hereof). This indemnity agreement is not exclusive and will be in addition to any such untrue statement in or omission from liability which the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) Company might otherwise have and shall not inure limit any rights or remedies which may otherwise be available at law or in equity to the benefit of any each Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofIndemnified Party.

Indemnification of the Initial Purchasers. The Company Each of the Issuers and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such 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, affiliate, director, officer, employee or controlling person may become subject, under Section 15 of the Securities Act, from and against Section 20 of 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 Issuers), 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 Memorandum Memorandum, the Pricing Term Sheet, any Issuer Additional Written Communication or the Final Offering 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, except insofar and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel) as such lossesexpenses are reasonably incurred by such 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 an Initial Purchaser, to any loss, claim, damage, liability, expense or actions 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 relating to any Initial Purchaser furnished to the Company in writing Issuers by such any Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Term Sheet, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofIssuers may otherwise have.

Indemnification of the Initial Purchasers. The Company Issuer and each of the Guarantors CNL jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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 Act, from and 1934 Act as follows: (i) 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 (A) arising out of, or are based upon, of any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Final Private Placement Memorandum (or any amendment or supplement thereto) ), or any the omission or alleged omission therefrom of a material fact necessary in order to state therein make the statements therein, in the light of the circumstances under which they were made, not misleading or (B) arising out of or related to any violation by the Issuer or CNL of the terms of this Agreement; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Additional Materials relating to the Securities, or, taken together and with the Private Placement Memorandum, the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) against any and all loss, except insofar liability, claim, damage and expense whatsoever, as such lossesincurred, claims, damages or liabilities arise out ofto the extent of the aggregate amount paid in settlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based uponupon any such untrue statement or omission, or any such alleged untrue statement or omission, or any such violation; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of CNL, which consent shall not be unreasonably withheld; and (iv) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Initial Purchasers), 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, or any such violation, to the extent that any such expense is not paid under (i), (ii) or (iii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuer by any Initial Purchaser expressly for use in the Private Placement Memorandum (or any amendment thereto); and provided further, however, that, with respect to clause (ii) above and, insofar as it relates to losses, liabilities, claims, damages and expenses with respect to clause (ii) above, clauses (iii) and (iv) above, this indemnity agreement shall apply only to losses, liabilities, claims, damages and expenses arising out of or resulting from any untrue statement or alleged untrue statement made in reliance upon or on the basis of and in conformity with information relating furnished to the Initial Purchasers in writing by the Issuer. The Issuer, CNL and the Initial Purchasers hereby acknowledge that only the statements in the Private Placement Memorandum identified on Schedule B attached hereto constitute statements made in reliance upon and in conformity with information furnished to the Issuer in writing by the Initial Purchasers expressly for use in the Private Placement Memorandum. The foregoing indemnity is in addition to any other liability which the Issuer or CNL may otherwise have to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofPurchaser.

Indemnification of the Initial Purchasers. The Escrow Issuer, and, upon execution of a Joinder Agreement on the Merger Date, the Company and each of the Guarantors that has executed and delivered a Joinder Agreement, jointly and severally severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActIssuer), 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 Memorandum Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering 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 each Initial Purchaser and each such affiliate, except insofar director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by BofA Securities) as such lossesexpenses are reasonably incurred by such 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 an 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 relating to any Initial Purchaser furnished to the Escrow Issuer or the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (aor any amendment or supplement thereto) shall not inure to (it being understood and agreed that the benefit only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8(b) hereof). The indemnity agreement set forth in this Section 8(a) shall be in addition to the extent any liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofIssuer may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActCompany or is otherwise permitted under Section 8(d)), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 each Initial Purchaser and each such affiliate, except insofar director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BofAS) as such lossesexpenses are reasonably incurred by such 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 an 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 relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representatives BofAS expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, 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 Memorandum or the Offering 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, 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 any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) 4 hereof.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, 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, caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto) ), or caused by any omission or alleged omission to state therein a material fact or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities Notes to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) 4 hereof.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActCompany unless otherwise permitted by paragraph (d)), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, except insofar 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 Company 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 or willful misconduct; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such lossesexpenses are reasonably incurred by such 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 an 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any 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 such Initial 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 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 is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum or any information provided by the Company to any Holder or prospective purchaser of Securities pursuant to Section 3(h) (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, except insofar ; and to reimburse each Initial Purchaser and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by NationsBanc Xxxxxxxxxx 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 relating to any Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representatives Purchasers expressly for use therein; in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto) and provided further, that the Company will not be liable to the Initial Purchasers or any person controlling the Initial Purchasers or any of their respective affiliates, directors, officers, agents, representatives or employees with respect to any such untrue statement in or omission from made in the Preliminary Offering Memorandum, Memorandum that is corrected in the indemnity agreement contained in this paragraph final Offering Memorandum (aor any amendment or supplement thereto) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to if (i) the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results purchased Securities from the fact that both (i) Initial Purchasers in reliance upon the Preliminary Offering Memorandum but was not delivered or sent a copy of the final Offering Memorandum was not sent (as amended or given to such person supplemented) at or prior to the written confirmation of the sale of such Securities to such person person, unless such failure to deliver or send the final Offering Memorandum (as amended or supplemented) was a result of noncompliance by the Company with Section 3(c) of this Agreement and (ii) it shall have been determined that the untrue statement in Initial Purchasers, and each such controlling person, if any, would not have incurred such losses, claims, damages or omission from such Preliminary liabilities had the final Offering Memorandum was corrected been delivered or sent. The indemnity agreement set forth in the Offering Memorandum unless, this Section 8(a) shall be in either case, such failure addition to deliver the Offering Memorandum was a result of non-compliance by any liabilities that the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesAffiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActCompany or does not require the consent of the Company as contemplated in Section 8(d)), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 each Initial Purchaser and each such director, except insofar officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by Banc of America Securities LLC) as such lossesexpenses are reasonably incurred by such 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, with respect to an 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 relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls such any 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 of expense, as incurred, to which such Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, from and against other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Securities have been offered or sold 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), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 each Initial Purchaser and each such director, except insofar officer, employee or 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 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, with respect to an 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors Issuers jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any 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 such Initial 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 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 is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum 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 Offering Memorandum Company in connection with the offer or sale of the Securities (or any amendment or supplement thereto) to the foregoing), or any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements thereinfact, in the light of the circumstances under which they were made, in each case, necessary to make the statements therein not misleading, except insofar ; and to reimburse each Initial Purchaser and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from 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 Securities (or any amendment or supplement to the foregoing). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofIssuers may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Company Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees 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, from and against any and all losseslosses (other than loss of profits), claims, damages damages, liabilities and liabilities expenses (including, without limitation, legal reasonable and documented fees and disbursements of counsel and other expenses incurred in connection with investigating, defending, settling, compromising or paying any suitsuch loss, action claim, damage, liability, expense or proceeding or any claim asserted, as such fees and expenses are incurredaction), 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 Memorandum Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement theretothereto (including, for the avoidance of doubt, the Updated Offering Memorandum)) 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; provided, except insofar as such losseshowever, claimsthat the foregoing indemnity agreement shall not apply, damages with respect to an Initial Purchaser, to any loss, claim, damage, liability or liabilities arise 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (a) shall not inure or any amendment or supplement thereto (including, for the avoidance of doubt, the Updated Offering Memorandum); and to the benefit of any reimburse each Initial Purchaser to and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the extent that the sale to the reasonable and documented fees and disbursements of counsel chosen by Xxxxxxx, Xxxxx & Co.) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person asserting in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage damage, liability, expense or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofaction.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors Notes Guarantor, jointly and severally severally, hereby agree to indemnify and hold harmless each Initial Purchaser, its affiliatesdirectors, directors officers, employees and officers affiliates participating in this offering (“Participating Affiliates”), 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, from and against any and all lossesloss, claimsclaim, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action damage or proceeding or any claim asserted, as such fees and expenses are incurred)liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities), to which that arise Initial Purchaser, director, officer, employee, Participating Affiliate or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any Free Writing Offering Document, the Preliminary Offering Memorandum Memorandum, the Pricing Disclosure Package or the Offering Memorandum (or in any amendment or supplement thereto, (B) any Blue Sky application or other document prepared or executed by the Company (or based upon any written information furnished by the Company for use therein) specifically for the purpose of qualifying any or all of the Securities under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”), or (C) any electronic road show or other written communication (as defined in Rule 405 of the Securities Act) made to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (other than the written communications contained in Clause (A), above) (“Marketing Materials”) or any (ii) the omission or alleged omission to state therein a in any Free Writing Offering Document, the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or in any amendment or supplement thereto, or in any Blue Sky Application or in any Marketing Materials, any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar and shall reimburse each Initial Purchaser and each such director, officer, employee, Participating Affiliate or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Initial Purchaser, director, officer, employee, Participating Affiliate or controlling person in connection with investigating, defending, preparing to defend against, settling, compromising or paying any such loss, claim, damage, liability or action as such lossesexpenses are incurred; provided, claimshowever, damages that the neither the Company nor the Notes Guarantor shall be liable in any such case to the extent that any such loss, claim, damage, liability or liabilities arise action arises out of, or are is based upon, any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Memorandum, the Pricing Disclosure Package or Offering Memorandum, or in any such amendment or supplement thereto, or in any Blue Sky Application or in any Marketing Materials, in reliance upon and in conformity with any written information relating to any concerning such Initial Purchaser furnished to the Company in writing by such Initial Purchaser or through the Representatives expressly for use therein; provided that with respect to any such untrue statement in by or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit on behalf of any Initial Purchaser specifically for inclusion therein, which information consists solely of the information specified in Section 8(e). The foregoing indemnity agreement is in addition to the extent any liability that the sale Company may otherwise have to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and or to any such lossdirector, claimofficer, damage employee, Participating Affiliate or liability controlling person of or with respect to such that Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofPurchaser.

Indemnification of the Initial Purchasers. The Company and Each of the Issuers, each of the Guarantors and the Parent jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers 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, 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 Memorandum or the Offering 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, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Company Issuers in writing by such Initial Purchaser through the Representatives expressly for use therein; provided provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) 4 hereof.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors its directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActCompany or otherwise permitted by Section 9(d) hereof), 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 Memorandum or Memorandum, the Pricing Supplement, the Final Offering Memorandum (or any amendment or supplement thereto) or any Company Supplemental Disclosure Document, 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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, except insofar 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 Company 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 or willful misconduct; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Initial Purchasers) as such lossesexpenses are reasonably incurred by such 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 relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Banc of America Securities LLC expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, the Final Offering Memorandum (or any amendment or supplement thereto) or any Company Supplemental Disclosure Document. The indemnity agreement contained set forth in this paragraph (aSection 9(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors officers and officers employees 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, from and Act against any and all losses, claims, damages and liabilities liabilities, joint or several (including, without limitationincluding any reasonable investigation, legal fees and other expenses incurred in connection with with, and any suitamount paid in settlement of, action any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such fees and expenses are incurred)losses, joint claims, damages or several, that liabilities arise out of, of or are based upon, upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum Memorandum, 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 Memorandum (or any amendment or supplement thereto), any amendment thereof or supplement thereto, or in any Blue Sky application or other information or other documents executed by the Company filed in any state or other jurisdiction to qualify any or all of the Securities under the securities laws thereof (any such application, document or information being hereinafter referred to as a “Blue Sky Application”) or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; provided, except insofar as however, that such indemnity shall not inure to the benefit of any Initial Purchaser (or any person controlling such Initial Purchaser) on account of any losses, claims, damages or liabilities arise out of, or are based upon, arising from the sale of the Securities to any person by such Initial Purchaser if such untrue statement or omission or alleged untrue statement or omission was made in such Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show or the Offering Memorandum or such amendment or supplement thereto, or in any Blue Sky Application in reliance upon and in conformity with information furnished by any Initial Purchaser, it being understood and agreed that the only such information relating to furnished by any Initial Purchaser furnished consists of the information described as such in Section 7(b) hereof. This indemnity agreement will be in addition to any liability which the Company in writing by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.

Indemnification of the Initial Purchasers. The Company and each Each of the Guarantors Issuers, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActIssuers), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 the Issuers contained herein; or (iii) in whole or in part upon any failure of the Issuers to perform their obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, except insofar 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 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 or willful misconduct; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxx Xxxxxxx & Co. LLC) as such lossesexpenses are reasonably incurred by such 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 an 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 relating to any Initial Purchaser furnished to the Company in writing Issuers by such Initial Purchaser through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofIssuers may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors directors, officers and officers employees, and each person, if any, who controls such any 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 such 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 ActCompany or as otherwise permitted in Section 8(d) hereof), 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 Memorandum Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering 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 misleadingmisleading and to reimburse each Initial Purchaser and each such affiliate, except insofar director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such lossesexpenses are reasonably incurred by such 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 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 relating to any Initial Purchaser furnished to the Company in writing by such the Initial Purchaser Purchasers through the Representatives expressly for use therein; provided that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). Each of the Company and the Guarantors hereby acknowledges that the only information that the Initial Purchasers through the Representatives have furnished to the Company expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the penultimate sentence of Section 8(b). The indemnity agreement contained set forth in this paragraph (aSection 8(a) shall not inure be in addition to the benefit of any Initial Purchaser to the extent liabilities that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4(a) hereofmay otherwise have.