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 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, liabilities and 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, 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, 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

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 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 and liabilities and expenses (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, 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, howeverin each case except insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or Memorandum and the Offering Memorandum Memorandum: (or any amendment or supplement theretoi) andthe third paragraph, subject to Section 7(c)(ii) the fourth sentence of the seventh paragraph and (iii) the eighth paragraph, to reimburse in each Initial Purchaser and each such affiliatecase, director, officer, employee or controlling person for any and all expenses (including under the fees and disbursements caption “Plan of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionDistribution.”

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 selling agentsdirectors, its affiliatesofficers, directors 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, damagesdamage, liabilities and expenses (including, 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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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, 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 ▇.▇. ▇▇▇▇▇▇) as such expenses are reasonably incurred by such Initial Purchaser, or 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 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 9(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser any liabilities that the Company 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionGuarantors 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 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 and liabilities and 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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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 Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 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 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 selling agents, 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, liabilities and expenses (including, without limitation, legal fees and other expenses incurred in connection with any suit, action damages 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, any of the other Time of Sale InformationDisclosure 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; provided, howeverand agrees to reimburse each such indemnified party, that the foregoing indemnity agreement shall not apply to as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or expense action; provided, however, that the Company and the Guarantors will not be liable in any such case to the extentextent that any such loss, but only to the extentclaim, arising damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged untrue statement or 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 Company, by such or on behalf of any Initial Purchaser through the Representatives expressly Representative specifically for use inclusion therein. This indemnity agreement will be in addition to any liability that the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication Company or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionGuarantors 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 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 and liabilities and 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, 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; provided, howeverin each case except insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use in therein, it being understood and agreed that the Preliminary Offering Memorandum, the Time of Sale Information, only such information furnished by any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including consists of the fees and disbursements of counsel chosen by the Representatives) information described as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionsubsection (b) below.

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 agentsrespective affiliates and each of their respective directors, its officers, members, employees, representatives and agents and their respective 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 (collectively the “Initial Purchaser Indemnified Parties” and each, from and an “Initial Purchaser Indemnified Party”) against any and all lossesloss, claimsclaim, damagesdamage, liabilities and expenses 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 (A) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), (B) or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in the light or (C) any breach of the circumstances under which they were maderepresentations and warranties of the Company and/or the Guarantors contained herein or failure of the Company or the Guarantors to perform their obligations hereunder or pursuant to any law, not misleadingand shall reimburse the Initial Purchaser Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by such Initial Purchaser Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise 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 foregoing indemnity agreement Company and the Guarantors shall not apply be liable in any such case to the extent that any such loss, claim, damage, expense or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in, or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in from, the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) andmade in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by or on behalf of the Initial Purchasers specifically for use therein. This indemnity agreement is not exclusive and will be in addition to any liability, subject which the Company and the Guarantors may otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionIndemnified Party.

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 selling agentsAffiliates, 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, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBanc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial 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, liabilities and 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, 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, 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

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 selling agentsand their respective directors, its affiliatesofficers, directors 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, damagesdamage, liabilities and expenses 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, any of the other Time of Sale Information, any Issuer Written Communication 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, 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 a third party witness in respect of, or otherwise 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 foregoing indemnity agreement Company shall not apply be liable in any such case to the extent that any such loss, claim, damage, expense or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any 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 written information furnished to the Company by such Initial Purchaser through the Representatives expressly by or on behalf of the Initial Purchasers specifically for use therein, 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 liability which the Preliminary Offering Memorandum, the Time of Sale Information, Company might otherwise have and shall not limit any Issuer Written Communication rights or the Offering Memorandum (remedies which may otherwise be available at law or any amendment or supplement thereto) and, subject in equity to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionIndemnified Party.

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 selling directors, officers and employees, agents, its 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, damagesdamage, liabilities and expenses (including, 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 or incorporated by reference in the Preliminary Offering Memorandum, any of the other Time of Sale InformationFinal Offering Memorandum, any Issuer Written Communication the Disclosure Package or the Offering Memorandum investor presentation attached hereto as Exhibit D (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, 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 expenses are reasonably incurred by such Initial Purchaser, 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication Final Offering Memorandum or the Offering Memorandum Disclosure Package (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany may 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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; providedor (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, howeveror relating in any manner to, that the foregoing indemnity agreement shall not apply offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or expense to the extent, but only to the extent, action arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished matter covered by clause (i) above, provided that the Issuers shall not be liable under this clause (iv) to the Company 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 the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication its gross negligence or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuers by such Initial Purchaser through the Representative 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Issuers 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 selling agentsdirectors, 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, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication 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, 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 expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such the Initial Purchaser through the Representatives Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany 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 Affiliates, directors, officers, employees, selling agents, its affiliates, directors and officers 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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, 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 expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee, selling agent or 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 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuers by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Disclosure Package, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionPartnership Parties 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, liabilities and 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, 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, 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 RepresentativesRepresentative) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

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 selling agentsofficers and employees, its 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 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, liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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, and to reimburse the Initial Purchaser and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Initial Purchaser 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

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 selling agentsdirectors, its affiliatesofficers, directors 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication 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, 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 expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany 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 selling directors, officers and employees, agents, its 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, damagesdamage, liabilities and expenses (including, 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 Offering Memorandum, any of the other Time of Sale InformationFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Communication 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, 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 Representatives) as such expenses are reasonably incurred by such Initial Purchaser, 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Communication 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 theretoto the foregoing). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany may 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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer Additional Written Communication 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; 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuers by such the Initial Purchaser Purchasers through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 7(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionIssuers 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 selling directors, officers and employees, agents, its 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, damagesdamage, liabilities and expenses (including, 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, any of the other Time of Sale InformationFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Communication 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 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 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, 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 expenses are reasonably incurred by such Initial Purchaser, 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Communication 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 Debentures (or any amendment or supplement theretoto the foregoing). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany 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, its selling agents, 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, damages and liabilities and 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 ofof or in connection with, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claim, damage, liability damages or expense to the extent, but only to the extent, arising liabilities arise out of or in connection with, or are based upon upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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 in therein, it being understood and agreed that the Preliminary Offering Memorandum, the Time only such information furnished by or on behalf of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser consists only of the legal and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements marketing names of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionPurchaser.

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 selling agents, 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, liabilities and 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, 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, however, that the foregoing indemnity agreement shall not apply 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) andthereto (including, subject to Section 7(cfor the avoidance of doubt, the Updated Offering Memorandum), ; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable and documented fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

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 selling agentsdirectors, its affiliatesofficers, directors 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, damagesdamage, liabilities and expenses (including, 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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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, 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 ▇▇▇▇▇ Fargo) as such expenses are reasonably incurred by such Initial Purchaser, or 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 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 9(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser any liabilities that the Company 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionGuarantors 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 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 and liabilities and 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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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 Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 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 hereof.

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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; providedor (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, howeveror relating in any manner to, that the foregoing indemnity agreement shall not apply offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or expense to the extent, but only to the extent, action arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished matter covered by clause (i) above, provided that the Issuers shall not be liable under this clause (iv) to the Company 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 the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication its gross negligence or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuers by such Initial Purchaser through the Representatives 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Issuers 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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Additional Written Communication or the Offering Memorandum Circular (or any amendment or supplement thereto) thereto (including, for the avoidance of doubt, any Updated Offering Circular as defined in Section 10 hereof)), 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, 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 Representativescounsel) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuers by any Initial Purchaser through the Representatives expressly for use in any Issuer Additional Written Communication or the Offering Circular (or any amendment or supplement thereto (including, for the avoidance of doubt, any Updated Offering Circular as defined in Section 10 hereof)). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Issuers may otherwise have.

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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing 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, however, that the foregoing indemnity agreement shall not apply 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuer by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionIssuer 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 selling agentsdirectors, 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 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representative 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial 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 selling agentsdirectors, its affiliatesofficers, directors 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, liabilities and expenses (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, the Pricing Supplement, any of the other Time of Sale Company Additional Written Information, any Issuer Written Communication “non-deal” roadshow prior to the launch of the offering contemplated hereby, 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, 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 the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee, affiliate or 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Pricing Supplement, any Company Additional Written Information, any Issuer Written Communication “non-deal” roadshow prior to the launch of the offering contemplated hereby or the Final Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each which for the avoidance of doubt, consists of the Initial Purchaser and each such affiliate, director, officer, employee or controlling person for Provided Information (as defined in Section 8(b)). The indemnity agreement set forth in this Section 8(a) shall be in addition to any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Subsidiary Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its selling their respective directors, officers, employees and agents, 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, damages and liabilities and 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, caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claim, damage, liability damages or expense to the extent, but only to the extent, arising out of or based upon liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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 with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 one counsel (together with local counsel) chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representative 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial 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 selling agentsdirectors, its affiliatesofficers, directors 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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, officer, employee, agent, controlling person or Participating Affiliate for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee, agent, controlling person or Participating 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 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), it being understood and agreed that the only such information consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 9(a) shall be in addition to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany may otherwise have.

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 selling agentsdirectors, 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, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 RepresentativesBanc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial 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 selling agents, 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 does not require the consent of the Company as contemplated in Section 8(d)), from and against any and all losses, claims, damages, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its selling agentsofficers and employees, its 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 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, liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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, therein not misleading; or upon any inaccuracy in the light representations and warranties of the circumstances under which they were madeCompany contained herein 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 expenses are reasonably incurred by such Initial Purchaser or such controlling person in connection with investigating, not misleadingdefending, 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and); and provided, subject further, that with respect to any Preliminary Offering Memorandum, the foregoing indemnity agreement shall not inure to the benefit of any Initial Purchaser from whom the person asserting any loss, claim, damage, liability or expense purchased Notes, or any person controlling such Initial Purchaser, if copies of the Final Offering Memorandum were timely delivered to the Initial Purchaser pursuant to Section 7(c), to reimburse each Initial Purchaser 2 and each such affiliate, director, officer, employee a copy of the Final Offering Memorandum (as then amended or controlling person for supplemented if the Company shall have furnished any and all expenses (including the fees and disbursements amendments or supplements thereto) was not sent or given by or on behalf of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Notes to such affiliateperson, director, officer, employee and if the Final Offering Memorandum (as so amended or controlling person in connection with investigating, defending, settling, compromising or paying any supplemented) would have cured the defect giving rise to such loss, claim, damage, liability, expense liability or actionexpense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to Parent will indemnify and hold harmless each Initial Purchaser, its selling agents, 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, liabilities and expenses (including, without limitation, legal fees and other expenses incurred in connection with any suit, action damages 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, any of the other Time of Sale InformationDisclosure Package, any Issuer Company Additional Written Communication or 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; provided, however, that the foregoing indemnity agreement shall not apply to and will reimburse each Initial Purchaser for any legal or other expenses reasonably incurred by such Initial Purchaser in connection with investigating or defending any such loss, claim, damage, liability or expense action as such expenses are incurred; provided, however, that the Parent will not be liable in any such case to the extentextent that any such loss, but only to the extentclaim, arising damage or liability arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company Parent by such any Initial Purchaser through the Representatives expressly 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 Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionTerms Agreement.

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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 Representativescounsel) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuers by any Initial Purchaser through the Representative expressly for use in 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 set forth in this Section 8(a) shall be in addition to any liabilities that the Issuers may otherwise have.

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 selling agentsAffiliates, 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, 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 expressly permitted under Section 8(d)), from and against any and all losses, claims, damages, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliateAffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativesBofAS) as such expenses are reasonably incurred by such Initial Purchaser or such affiliateAffiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company or any Guarantor or any of their respective agents or representatives by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written WEST/293596792 Communication 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 liabilities that the Company 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 selling agentsdirectors, 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 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, damagesdamage, liabilities and expenses (including, 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, any of the other Time of Sale Information, any Issuer Written Communication 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; 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 expenses are reasonably incurred by such Initial Purchaser or such controlling person or affiliate 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such the Initial Purchaser through the Representatives Purchasers expressly for use in the any Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication Memorandum or the Offering Memorandum (or any amendment or supplement thereto); 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) and, subject shall not inure to Section 7(c), to reimburse each the benefit of any Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 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 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, liabilities and 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, 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, 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 RepresentativesRepresentative) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

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 selling agentsAffiliates, 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 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, liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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, 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Rainier by such an Initial Purchaser through the Representatives Banc of America Securities LLC expressly for use in the any Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication Memorandum or the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) andshall be in addition to any liabilities that Rainier, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee the Company or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company Issuers 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 and liabilities and 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, any of the other Time of Sale Information, any Issuer Written Communication Information 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, howeverin each case except insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company Issuers in writing by such Initial Purchaser through the Representatives Representative expressly for use therein; provided that the foregoing indemnity with respect to the Preliminary Offering Memorandum shall not inure to the benefit of any Initial Purchaser (or to the benefit of any person controlling such Initial Purchaser) from whom the person asserting any such losses, claims, damages, liabilities or expenses purchased Securities that are the subject thereof if (a) such untrue statement or omission or alleged untrue statement or omission made in the Preliminary Memorandum was eliminated or remedied in the Time of Sale Information (other than the Final Pricing Term Sheet and the Electronic Road Show (as such term is defined in Annex A)) and (b) such Time of Sale Information was not furnished to such person at or prior to the written confirmation of the sale of such Securities to such person, unless such failure to deliver was a result of non-compliance by the Issuers with Section 4 of this Agreement. For the avoidance of doubt, the information contained in (x) Supplement to the Preliminary Offering Memorandum, dated December 19, 2005 and (y) Supplement to the Time Preliminary Offering Memorandum, dated December 20, 2005 shall be deemed "furnished" to investors for the purposes of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to proviso in this Section 7(c), 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 Representatives7(a) as such expenses are reasonably incurred information has been made publicly available by such Initial Purchaser the Issuers or such affiliate, director, officer, employee their affiliates by means of a press release or controlling person in connection a filing with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthe Commission under the Exchange Act.

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 selling agentsofficers and employees, its 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 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, liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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, therein not misleading; 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and); and provided, subject further, that with respect to any Preliminary Offering Memorandum, the foregoing indemnity agreement shall not inure to the benefit of any Initial Purchaser from whom the person asserting any loss, claim, damage, liability or expense purchased Debentures, or any person controlling such Initial Purchaser, if copies of the Final Offering Memorandum were timely delivered to the Initial Purchaser pursuant to Section 7(c), to reimburse each Initial Purchaser 2 and each such affiliate, director, officer, employee a copy of the Final Offering Memorandum (as then amended or controlling person for supplemented if the Company shall have furnished any and all expenses (including the fees and disbursements amendments or supplements thereto) was not sent or given by or on behalf of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Debentures to such affiliateperson, director, officer, employee and if the Final Offering Memorandum (as so amended or controlling person in connection with investigating, defending, settling, compromising or paying any supplemented) would have cured the defect giving rise to such loss, claim, damage, liability, expense liability or actionexpense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its selling agentsofficers and employees, its 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 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, 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, liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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. The Company will reimburse each Initial Purchaser and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Citigroup) as such expenses are reasonably incurred by such Initial Purchaser or such controlling person in connection with investigating, defending, settling 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such the Initial Purchaser through the Representatives Purchasers expressly for use in the Preliminary Offering Memorandum, Memorandum (or any amendment or supplement thereto). The Company hereby acknowledges that the Time of Sale Information, any Issuer Written Communication or only information that the Initial Purchasers have furnished to the Company expressly for use in the Offering Memorandum (or any amendment or supplement thereto) and, subject are the statements set forth in Schedule B. The indemnity agreement set forth in this Section 8(a) shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany 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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 (ii) in whole or based in part upon any untrue statement or omission or alleged untrue statement or omission made inaccuracy in reliance upon the representations and in conformity with written information furnished to warranties of the Company by such Initial Purchaser through contained herein; or (iii) in whole or in part upon any failure of the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication Company to perform its obligations hereunder or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), under law; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBAS) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representative 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have to each Initial Purchaser and each such affiliate, director, officer, employer or controlling person.

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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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, director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BofAS) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer or 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 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany 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 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, damagesdamages and liabilities, liabilities and expenses 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, 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, however, that the foregoing such indemnity agreement shall not apply inure to the benefit of any Initial Purchaser (or any person controlling such Initial Purchaser) on account of any losses, claims, damages or liabilities arising from the sale of the Securities to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any person by such Initial Purchaser if such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication Communication, any road show or the Offering Memorandum (or any such amendment or supplement thereto) and, subject to Section 7(c)or in any Blue Sky Application in reliance upon and in conformity with information furnished by any Initial Purchaser, to reimburse each it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the Initial Purchasers’ Information (as hereinafter defined). This indemnity agreement will be in addition to any liability which the Company 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionGuarantors 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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon misleading and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers through the Representatives 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). 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 set forth in this Section 8(a) shall 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 selling agents, its 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, liabilities and expenses damage or liability (including, without limitation, any legal fees and or other expenses reasonably incurred in connection with defending or investigating any suit, such action or proceeding claim) to which such Initial Purchaser, affiliate, director or any claim assertedcontrolling 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, insofar as such fees and expenses are incurred)loss, joint claim, damage or several, that arise liability arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact contained or incorporated in the Preliminary Offering Memorandum, any of the other Time of Sale InformationPricing Supplement, any Issuer 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 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, 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee director or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee director or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damagedamage or liability; provided, liabilityhowever, expense that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage or actionliability to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission based upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representative 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors Partnership Entities 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 and liabilities and 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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company Partnership Entities 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 Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 noncompliance by the Partnership Entities with the provisions of Section 4 hereof.

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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing 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, 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Escrow Issuer or the Company by such Initial Purchaser through the Representative expressly for use in 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 set forth in this Section 8(a) shall be in addition to any liabilities that the Issuer 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 selling agents, 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, damagesclaim, liabilities damage and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (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 the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such any Initial Purchaser through the Representatives Banc of America Securities LLC expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment thereto). The foregoing indemnity with respect to any untrue statement contained in or supplement thereto) and, subject omission from a Preliminary Offering Memorandum shall not inure to Section 7(c), to reimburse each the benefit of any Initial Purchaser and each such affiliate, director, officer, employee or controlling from whom the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, liability, claim, damage, liability, damage or 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 actiongiven a copy of the Offering Memorandum (or the Offering Memorandum as amended or supplemented) at or prior to the written confirmation of the sale of such Securities to such person and the untrue statement contained in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum (or Offering Memorandum as amended or supplemented).

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 selling agentsdirectors, 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, 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, liabilities and expenses (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, 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 info▇▇▇▇▇▇▇ ▇▇▇▇▇▇ed and used by the Company in connection with the offer or sale of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum 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, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by each Initial Purchaser) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such the Initial Purchaser through the Representatives Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser any liabilities that the Company 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionSubsidiary 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 and liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information furnished to the Company and the Guarantors in writing by such any Initial Purchaser through the Representatives expressly for use therein; provided, that with respect to any such untrue or alleged untrue statement in or omission or alleged omission from the Preliminary Offering Memorandum, the Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 or alleged untrue statement in or omission or alleged 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 and the Guarantors with the provisions of Section 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 affiliatesaffiliates that assist in the distribution of 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, damages and liabilities and 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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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, that with respect to any such actual or alleged untrue statement in or omission from the Preliminary Offering Memorandum, the Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 of the Guarantors jointly and severally agree agrees to indemnify and hold harmless each Initial Purchaser, its selling agentsofficers and employees, its 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 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, liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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, 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 ▇▇▇▇▇▇▇▇▇▇ Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such the Initial Purchaser through the Representatives Purchasers expressly for use in the any Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication Memorandum or the Offering Memorandum (or any amendment or supplement thereto) and); and provided, subject further, that with respect to any Preliminary Offering Memorandum, the foregoing indemnity agreement shall not inure to the benefit of any Initial Purchaser from whom the person asserting any loss, claim, damage, liability or expense purchased Securities, or any person controlling such Initial Purchaser, if copies of the Offering Memorandum were timely delivered to the Initial Purchaser pursuant to Section 7(c), to reimburse each Initial Purchaser 2 and each such affiliate, director, officer, employee a copy of the Offering Memorandum (as then amended or controlling person for supplemented if the Company shall have furnished any and all expenses (including the fees and disbursements amendments or supplements thereto) was not sent or given by or on behalf of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser to such person, at or prior to the written confirmation of the sale of the Securities to such affiliateperson, director, officer, employee and if the Offering Memorandum (as so amended or controlling person in connection with investigating, defending, settling, compromising or paying any supplemented) would have cured the defect giving rise to such loss, claim, damage, liability, expense liability or actionexpense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial 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 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 and liabilities and 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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damage, liability or expense to the extent, but only to the extent, arising 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 written 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, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 hereof.

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 selling agentsdirectors, 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, liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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; providedand 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 expenses are reasonably incurred by such Initial Purchaser or such controlling person in connection with investigating, howeverdefending, 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such the Initial Purchaser through the Representatives Purchasers expressly for use in the any Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication Memorandum or the Offering Memorandum (or any amendment or supplement thereto); PROVIDED FURTHER, HOWEVER, that the indemnification contained in this paragraph (a) and, subject with respect to Section 7(c), the Preliminary Offering Memorandum shall not inure to reimburse each the benefit of the Initial Purchaser and each such affiliate, director, officer, employee Purchasers (or to the benefit of any person controlling person for any and all expenses (including the fees and disbursements Initial Purchasers) on account of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liabilityliability or expense arising from the sale of the Securities by the Initial Purchasers to any person if a copy of the Offering Memorandum (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) shall not have been delivered or sent to such person and each untrue statement of a material fact contained in, expense and each omission or actionalleged omission of a material fact from, such Preliminary Offering Memorandum was corrected in the Offering Memorandum (as so amended or supplemented) and it shall have been determined that any Initial Purchaser and each person, if any, who controls such Initial Purchasers would not have incurred such losses, claims, damages, liabilities and expenses had the Offering Memorandum been delivered or sent. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial 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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representative 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial 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 selling agentsdirectors, its affiliatesofficers, directors 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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, officer, employee, agent, controlling person or Participating Affiliate for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee, agent, controlling person or Participating 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 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), it being understood and agreed that the only such information consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 9(a) shall be in addition to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany 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 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, damages and liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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, that with respect to any such actual or alleged untrue statement in or omission from the Preliminary Offering Memorandum, the Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including to the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying extent that any such loss, claim, damagedamage or liability 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, liabilityin either case, expense or actionsuch 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 selling directors, officers, employees and agents, its 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 the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damagesdamage, liabilities and expenses (including, 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, the information contained in the Final Term Sheet or any other written information used by or on behalf of the other Time Company in connection with the offer or sale of Sale Information, any Issuer Written Communication or the Offering Memorandum 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, 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 expenses are reasonably incurred by such Initial Purchaser, or 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 any untrue statement or omission or alleged untrue statement or omission made in reliance or alleged omission based upon and in conformity with written information furnished to the Company and the Guarantors by such any Initial Purchaser through the Representatives BAS expressly for use in the Preliminary Disclosure Package, the Final Offering Memorandum, the Time Final Term Sheet or any other written information used by or on behalf of Sale Information, any Issuer Written Communication the Company in connection with the offer or sale of the Offering Memorandum Notes (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each it being understood and agreed that the only such information furnished by any Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including consists of the fees and disbursements of counsel chosen by the Representatives) information described as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any such loss, claim, damage, liability, expense or actionliabilities that the Company and the Guarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and each Each of the Guarantors Issuer and the Guaran- tors, jointly and severally agree severally, agrees to indemnify and hold harmless each Initial Purchaser, its selling agentsaffil- iates, its affiliatesdirectors, directors officers and officers employees, and each person, if any, who controls such any Initial Purchaser Pur- chaser 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, of- ficer, employee or controlling person may become subject, under the Securities Act, the Ex- change 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, liabilities and expenses (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, any of the other Time of Sale InformationPric- ing Supplement, any Issuer Company Additional Written Communication or the Final Offering Memorandum Memo- randum (or any amendment or supplement thereto) ), or any the omission or alleged omission to state therein there- from of a material fact necessary in order to make the statements therein, in the light of the circumstances cir- cumstances under which they were made, not misleading; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling con- trolling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing in- demnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, dam- age, liability or expense to the extent, but only to the extent, arising out of or based upon any un- true statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuer by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pric- ing Supplement, any Company Additional Written Communication or the Final Offering Memo- randum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Issuer 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 selling agentsaffiliates, 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, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer Written Communication or 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; providedor (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, howeveror relating in any manner to, that the foregoing indemnity agreement shall not apply offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or expense to the extent, but only to the extent, action arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished matter covered by clause (i) above; provided that the Company shall not be liable under this clause (iv) to the Company 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 the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication its gross negligence or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 RepresentativesRepresentative) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representative expressly for use in 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 set forth in this Section 9(a) shall be in addition to any liabilities that the Company and the 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 selling agentsdirectors, 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, 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, liabilities and expenses (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 MemorandumPricing Disclosure Package, any of the other Time of Sale Information, any Issuer 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 or the Guarantors contained herein; or (iii) in whole or in part upon any failure of the Company or the Guarantors 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, 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 expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such the Initial Purchaser Purchasers through the Representatives Banc of America Securities LLC expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Disclosure Package, any Issuer Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser any liabilities that the Company 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionGuarantors 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 officers, directors, employees, representatives and officers agents and each person, if any, who controls such Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and against any and all losses, claims, damages, damages and liabilities and expenses (including, without limitation, any legal fees and or 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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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 with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 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 selling agentsofficers and employees, its 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 and Section 20 of the Exchange Act against any loss, claim, damage or liability, as incurred, to which such Initial Purchaser or such controlling person may become subject, under the Securities Act, from and against the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any and all losseslitigation, claimsif such settlement is effected with the written consent of the Company), damages, liabilities and expenses (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 or several, that arise liability (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, any of the other Time of Sale Information, any Issuer Written Communication 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon misleading and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses reasonably incurred (including the reasonable fees and disbursements of counsel chosen by the RepresentativesBAS and JPM) as and to the extent such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 or liability to the extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Initial Purchasers expressly for use in the Offering Memorandum (or any amendment or supplement thereto); and provided, further, that with respect to any Preliminary Offering Memorandum, the foregoing indemnity agreement shall not inure to the benefit of any Initial Purchaser from whom the person asserting any loss, claim, damage, liability or expense purchased Debentures, or any person controlling such Initial Purchaser, if copies of the Final Offering Memorandum were timely delivered to such Initial Purchaser 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, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Debentures to such person, and if the Final Offering Memorandum (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 this Section 8(a) 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 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) such Initial Purchaser, from and against any and all losses, claims, damages, damages and liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 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 selling agentsdirectors, 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, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication 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, 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 expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company Issuer and each of the Guarantors Guarantor, jointly and severally severally, agree to indemnify and hold harmless each Initial Purchaser, its selling agents, 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 Section 20 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, the Exchange Act or other national, 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 (not to be unreasonably withheld)), from and against any and all losses, claims, damages, liabilities and expenses (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 incurredloss, claim, damage, liability or expense (or actions in respect thereof as contemplated below), joint or several, that arise arises out of, of or are is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in any of the Preliminary Offering 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 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, 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesInitial Purchasers) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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, expense or action to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuer by such Initial Purchaser through the Representatives expressly for use in the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) (which information consists solely of the information described in Section 13(a) hereof). The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Issuer or the 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 selling agentsaffiliates, 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, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer Written Communication or 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; providedor (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, howeveror relating in any manner to, that the foregoing indemnity agreement shall not apply offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or expense to the extent, but only to the extent, action arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished matter covered by clause (i) above; provided that the Company shall not be liable under this clause (iv) to the Company 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 the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication its gross negligence or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in 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 set forth in this Section 9(a) shall be in addition to any liabilities that the Company and the Guarantors 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 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 and liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverin each case except insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives or its counsel expressly for use in therein, it being understood and agreed that the Preliminary Offering Memorandum, the Time of Sale Information, only such information furnished by any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including consists of the fees and disbursements of counsel chosen by the Representatives) information described as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionparagraph (b) below.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors Guarantor, jointly and severally severally, agree to indemnify and hold harmless each Initial Purchaser, its selling directors, officers, employees and agents, its 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 the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damagesdamage, liabilities and expenses (including, 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 any Preliminary Offering Memorandum, any of Issuer Free Writing Document, the other Time of Sale Information, any Issuer Written Communication Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto) to any of the foregoing), or any wrapper material distributed in Canada in connection with foreign sales or 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, 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 ▇▇▇▇▇ Fargo) as such expenses are reasonably incurred by such Initial Purchaser, or 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 any untrue statement or omission or alleged untrue statement or omission made in reliance or alleged omission based upon and in conformity with written information furnished to the Company by such any Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication Free Writing Document, the Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each it being understood and agreed that the only such information furnished by any Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including consists of the fees and disbursements of counsel chosen by the Representatives) information described as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any such loss, claim, damage, liability, expense or actionliabilities that the Company and Guarantor 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 selling agents, 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, liabilities and expenses (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 MemorandumCircular, the Pricing Supplement, any of the other Time of Sale Information, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇, Sachs & Co.) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Circular, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the 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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication or the Final Offering Memorandum (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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and its affiliates and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each of the Guarantors Guarantors, jointly and severally 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, liabilities and expenses (including, without limitation, legal fees and other expenses incurred in connection with any suit, action damages 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 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, any upon an untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication or the Final Offering Memorandum (Memorandum, in each case as amended or any amendment supplemented, or supplement thereto) arise out of or any 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, and will reimburse each Initial Purchaser for any legal or other expenses reasonably incurred by such Initial Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the foregoing indemnity agreement Company shall not apply be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Preliminary Offering Memorandum, the Pricing Supplement, and Company Additional Written Communication or the Final Offering Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through Information, it being understood that the Representatives expressly for use “Initial Purchaser Information” consists only of the statements set forth in first sentence in the paragraph under the caption “Plan of Distribution—Commissions and Discounts”, the third sentence in the paragraph under the caption “Plan of Distribution—New Issue of Notes” and the first paragraph under the caption “Plan of Distribution—Short Positions” in the Preliminary Offering Memorandum and the Final Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. .

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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 RepresentativesBofAS) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through BofAS 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree agrees 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 and liabilities and 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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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 with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 hereof.

Indemnification of the Initial Purchasers. The Company and each Each of the Guarantors Partnership Parties, jointly and severally agree to severally, will indemnify and hold harmless each Initial Purchaser, its selling officers, employees, agents, its affiliatespartners, members, directors and officers its affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, from and an “Indemnified Party”), against any and all losses, claims, damages, liabilities and expenses (including, without limitation, legal fees and other expenses incurred in connection with any suit, action damages 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 the Preliminary Offering Memorandum, any of the other Time of Sale InformationGeneral Disclosure Package or the Final Offering Memorandum, in each case as amended or supplemented, or any Issuer Written Communication Free Writing Communication, or arise out of or are based upon the Offering Memorandum (or any amendment or supplement thereto) or any 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 misleadingmisleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the foregoing indemnity agreement shall Partnership Parties will not apply be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company Issuers by such Initial Purchaser through the Representatives expressly specifically for use in therein, it being understood and agreed that the Preliminary Offering Memorandum, only such information consists of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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) information described as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionsubsection (b) below.

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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 RepresentativesBofAS) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representative 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial 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 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 ActAct (each, an “Initial Purchaser Indemnified Person”), from and against any and all losses, claims, damages, damages and liabilities and expenses (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, any of the other Time of Sale Information, any Issuer 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; provided, howeverin each case except insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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, however, that, if, prior to the closing of the Merger, (i) 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 RRI (in the Preliminary Offering Memorandumgood 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 Time Indemnification Documents, then, at the option of Sale Informationthe Representative, RRI (in lieu of Escrow Issuer) agrees to provide the indemnification provided in this Section 7(a) only to the extent of such Losses, (ii) any Losses arise out of, or are based upon, any Issuer Written Communication untrue statement or omission or alleged untrue statement or omission in any information relating solely to Mirant (in the Offering Memorandum 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 amendment Losses arise out of, or supplement theretoare based upon, any untrue statement or omission or alleged untrue statement or omission in any information relating neither solely to RRI nor solely to Mirant and (y) andEscrow Issuer’s indemnification under this Section 7(a) is insufficient in respect of such Losses, subject then RRI agrees to Section 7(cprovide indemnification of 50% of the remaining balance of such Losses and M▇▇▇▇▇ 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 fully indemnify under this clause (iii) and Mirant shall have no liability for RRI’s failure to fully indemnify under this clause (iii), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action).

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 and liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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 with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 hereof.

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 selling directors, officers, employees and agents, its 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, damagesdamage, liabilities and expenses (including, 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 Offering Memorandum, the Time of Sale Memorandum, any of Additional Written Offering Communication prepared by or on behalf of, used by, referred to by the other Time of Sale Information, any Issuer Written Communication 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, 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 expenses are reasonably incurred by such Initial Purchaser, or 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationMemorandum, any Issuer Additional Written Offering Communication or the Offering Final Memorandum (or any amendment or supplement thereto. The indemnity agreement set forth in this Section 9(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser any liabilities that the Company 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionGuarantor 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 and liabilities and expenses (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, 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, howeverin each case except insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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. (b) Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser it being understood and each agreed that the only such affiliateinformation consists of the following information in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the third paragraph, director, officer, employee or controlling person for any (ii) the fourth and all expenses (including the fees and disbursements fifth sentences of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.the

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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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; 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativesRepresentative) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representative 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). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company or the Initial Guarantor 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 selling directors, officers, employees and agents, its 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 the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damagesdamage, liabilities and expenses (including, 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, any of the other Time of Sale InformationFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Communication 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, 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 Representatives) as such expenses are reasonably incurred by such Initial Purchaser, or 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 any untrue statement or omission or alleged untrue statement or omission made in reliance or alleged omission based upon and in conformity with written information furnished to the Company by such any Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Communication 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) and, subject to Section 7(c), to reimburse each it being understood and agreed that the only such information furnished by any Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including consists of the fees and disbursements of counsel chosen by the Representatives) information described as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any such loss, claim, damage, liability, expense or actionliabilities 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 Holder (including each Initial Purchaser), its selling agentstheir respective officers and directors, its affiliates, directors and officers each of their respective affiliates and each person, if any, who controls such any Holder or any Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, damages and liabilities and expenses or actions in respect thereof (including, including without limitation, limitation the reasonable legal fees and other reasonable 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, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (Registration Statement or any amendment Prospectus (as amended or supplement supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary Prospectus, or caused by 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, however, that the foregoing indemnity agreement shall such losses, claims, damages or liabilities are not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to any Holder furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representatives Holder expressly for use therein; and provided further, however, that such losses, claims, damages or liabilities are not caused by the fact that a Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of a preliminary Prospectus or the Prospectus if the Company has previously furnished copies thereof to such Holder and the losses, claims, damages or liabilities of such Holder result from an untrue statement or omission of a material fact contained in the Preliminary Offering Memorandum, preliminary Prospectus which was corrected in the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionProspectus.

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 and liabilities and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claimdamages or liabilities arise out of, damageor are based upon, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written 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 with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 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 selling affiliates, directors, officers and employees, agents, its 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, damagesdamage, liabilities and expenses (including, 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 affiliate, director, officer, employee, agent or severalsuch controlling 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 or incorporated by reference in the Preliminary Offering Memorandum, any of the other Time of Sale InformationFinal Offering Memorandum, any Issuer Written Communication the Disclosure Package or the Offering Memorandum investor presentation attached hereto as Exhibit D (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, and to reimburse each Initial Purchaser, its affiliates, officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇) as such expenses are reasonably incurred by such Initial Purchaser, its affiliates, 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication Final Offering Memorandum or the Offering Memorandum Disclosure Package (or any amendment or supplement thereto). The indemnity agreement set forth in this SECTION 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany 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 selling agentsdirectors, 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 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication (when taken together with the Pricing Disclosure Package) 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, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company Issuer and each of the Guarantors Guarantors, jointly and severally severally, agree to indemnify and hold harmless each Initial Purchaser, its selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing 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, 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & amp; ▇▇▇▇▇ Incorporated) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuer by such Initial Purchaser through the Representatives expressly for use in 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 set forth in this Section 8(a) shall be in addition to any liabilities that the Issuer 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 selling agentsdirectors, its affiliatesofficers, directors and officers employees, each of the Initial Purchasers’ affiliates (as such term is defined in Rule 501(b) under the Securities Act), 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 ActIssuers), from and against any and all losses, claims, damages, liabilities and expenses (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 Pricing Supplement, the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer 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, officer, employee, affiliate or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee, affiliate or 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuers by such the Initial Purchaser through the Representatives Purchasers expressly for use in the Pricing Supplement, the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionIssuers 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 selling agents, its affiliates, directors and officers Purchaser and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, from and 1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expenses (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, any of the other Time of Sale Information, any Issuer 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; providedprovided 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, howeveras incurred (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇), 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 the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such any Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), and PROVIDED FURTHER that the foregoing indemnity with respect to reimburse each any untrue statement contained in or omission from the Preliminary Offering Memorandum shall not inure to the benefit of the Initial Purchaser and each such affiliate, director, officer, employee Purchasers (or any party controlling the Initial Purchasers) if the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any asserting such loss, liability, claim, damagedamage or expense purchased the Securities which are the subject thereof directly from the Initial Purchasers and if the Company shall sustain the burden of proving that such person did not receive a copy of the Final Offering Memorandum and the untrue statement contained in or omission from such Preliminary Offering Memorandum was corrected in such Final Offering Memorandum subject to the Company complying with its obligations under Sections 3(a), liability, expense or action3(b) and 3(c) of this Agreement.

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 selling agentsdirectors, its officers, employees 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 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 without the written consent of the Company in accordance with Section 8(d)), from and against any and all losses, claims, damages, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication 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; 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, 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 (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 Banc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee, affiliate or 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany 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 selling agents, 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing Supplement, any Issuer 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, director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by ▇▇▇▇▇▇▇ ▇▇▇▇▇) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer or 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 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 any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale InformationPricing Supplement, any Issuer Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) and, subject shall be in addition to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including liabilities that the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany may 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 selling agentsand their respective directors, its affiliatesofficers, directors 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, damagesdamage, liabilities and expenses 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, any of the other Time of Sale Information, any Issuer Written Communication 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, 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 a third party witness in respect of, or otherwise 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 foregoing indemnity agreement Company shall not apply be liable in any such case to the extent that any such loss, claim, damage, expense or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any 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 written information furnished to the Company by such Initial Purchaser through the Representatives expressly by or on behalf of the Initial Purchasers specifically for use therein, 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 liability which the Preliminary Offering Memorandum, the Time of Sale Information, Company might otherwise have and shall not limit any Issuer Written Communication rights or the Offering Memorandum (remedies which may otherwise be available at law or any amendment or supplement thereto) and, subject in equity to Section 7(c), 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 expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionIndemnified Party.

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 selling agents, 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, damages and liabilities and 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, caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication 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; provided, howeverexcept insofar as such losses, that the foregoing indemnity agreement shall not apply to any lossclaims, claim, damage, liability damages or expense to the extent, but only to the extent, arising out of or based upon liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company and the Guarantor 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 Time indemnity agreement contained in this paragraph (a) shall not inure to the benefit of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling to the extent that the sale to the person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying asserting any such loss, claim, damagedamage or liability was an initial resale by such Initial Purchaser and any such loss, liabilityclaim, expense damage or actionliability 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 and the Guarantor with the provisions of Section 4 hereof.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors will, jointly and severally agree to severally, indemnify and hold harmless each Initial Purchaser, its selling officers, employees, agents, its affiliatespartners, members, directors and officers its affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, from and a “Company Indemnified Party”), against any and all losses, claims, damages, liabilities and expenses (including, without limitation, legal fees and other expenses incurred in connection with any suit, action damages 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 any material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or the Final Offering Memorandum (or any amendment or supplement thereto) ), or any arise out of or are based upon the omission or alleged omission to state therein 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 will reimburse each Company Indemnified Party for any legal or other expenses reasonably incurred by such Company Indemnified Party in connection with investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Company Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the foregoing indemnity agreement shall Company and the Guarantors will not apply be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company by such any Initial Purchaser through the Representatives expressly Representative specifically for use in therein, it being understood and agreed that the Preliminary Offering Memorandum, only such information consists of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), 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) information described as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionsubsection (b) below.

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 selling agents, 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, damagesclaim, liabilities damage and expenses (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, any of the other Time of Sale Information, any Issuer Written Communication 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, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (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 ▇▇▇▇▇▇▇ ▇▇▇▇▇), 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 the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense (x) to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such any Initial Purchaser through the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), and (y) with respect to reimburse each Initial Purchaser and each such affiliatethe Preliminary Offering Memorandum, director, officer, employee or controlling person for any and all expenses to the extent that the Company shall sustain the burden of proving (including the fees and disbursements of counsel chosen by the Representativesi) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying that any such loss, claim, damageexpense, damage or liability of such Initial Purchaser results from the fact that such Initial Purchaser sold the Notes to a person as to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the 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 or omission of a material fact contained in the Preliminary Offering Memorandum that was corrected in the Final Offering Memorandum and (iii) that sending such Final Offering Memorandum by the date of closing to the person or persons asserting such loss, liability, claim, damage or expense would have constituted a defense to the claim asserted by such person or actionpersons.

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 selling agentsthe directors, its affiliatesofficers and employees of each Initial Purchaser, directors and officers 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, liabilities and expenses (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, any of the other Time of Sale InformationPricing 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, 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 any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such affiliateAffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇) as such expenses are reasonably incurred by such Initial Purchaser or such affiliateAffiliate, director, officer, employee or 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 any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuers and the Parent Guarantor by such Initial Purchaser through the Representatives expressly for use in 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 set forth in this Section 8(a) shall be in addition to any liabilities that the Partnership Parties may otherwise have.