Common use of Indemnification of the Initial Purchasers Clause in Contracts

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, members, directors and its affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Circular, Time of Sale Information or the Final Offering Circular, in each case as amended or supplemented, or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission 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 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 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 Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors will, jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the any omission or alleged omission of 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 misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse each Indemnified Party for in conformity with any legal or other expenses reasonably incurred information relating to any Initial Purchaser furnished to the Company in writing by such Indemnified Party in connection with investigatingInitial Purchaser through the Representative expressly for use therein; provided, preparing or defending against any 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 that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability arises out was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or is based upon an untrue statement with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or alleged 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 or alleged omission from any 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 such documents in reliance upon and in conformity with written information furnished to non-compliance by the Company by any Initial Purchaser through with the Representative specifically for use therein, it being understood and agreed that the only such information consists provisions of the information described as such in subsection (b) belowSection 4 hereof.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors will, jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its officers, employees, selling agents, partners, membersits affiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages damages, liabilities and expenses (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, any of the other Time of Sale Information or the Final Offering CircularInformation, in each case as amended or supplemented, or any Issuer Written Communication or the Offering Memorandum (including, without limitation, or any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the any omission or alleged omission of 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 and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigatingmisleading; provided, preparing or defending against however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case expense to the extent that any such lossextent, claimbut only to the extent, damage or liability arises arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any such Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Preliminary Offering Memorandum, it being understood 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 agreed that each such affiliate, director, officer, employee or controlling person for any and all expenses (including the only such information consists fees and disbursements of counsel chosen by the information described Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in subsection (b) belowconnection 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, upon execution and delivery of the Guarantors willJoinder Agreement, each of the Guarantors, jointly and severallyseverally with the Company, agrees to indemnify and hold harmless each Initial Purchaser, its officersAffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesdocumented expense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will to reimburse each Indemnified Party Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of one firm of counsel chosen by Xxxxxxx Xxxxx in addition to local counsels, as provided in Section 8(c))) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any or on behalf of such Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willeach Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersAffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any or on behalf of such Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors willagree, jointly and severally, to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, agentsagents and Affiliates, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee, agent, Affiliate or controlling person may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission 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 misleading, and will to reimburse each Indemnified Party Initial Purchaser, its directors, officers, employees, agents, Affiliates and each such controlling person for any legal or other and all expenses (including, subject to Section 9(c), the reasonable fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser, or its directors, officers, employees, agents and Affiliates or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any such Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 9(a) shall be in addition to any liabilities that the only such information consists of Company and the information described as such in subsection (b) belowGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission of 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 misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse each Indemnified Party for in conformity with any legal or other expenses reasonably incurred information relating to any Initial Purchaser furnished to the Company in writing by such Indemnified Party in connection with investigatingInitial Purchaser through the Representatives expressly for use therein; PROVIDED, preparing or defending against any 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 that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability arises out was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or is based upon an untrue statement 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 alleged 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 or alleged omission from any 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 such documents in reliance upon and in conformity with written information furnished to non-compliance by the Company by any Initial Purchaser through with the Representative specifically for use therein, it being understood and agreed that the only such information consists provisions of the information described as such in subsection (b) belowSection 4 hereof.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its and each of their respective directors, partners, officers, employees, agents, partners, members, directors and its affiliates and agents of each person, if any, 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 (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, Act or other Federal U.S. federal or state statutory law or regulation regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) thereof arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information or the Disclosure Package, the Final Offering CircularMemorandum, in each case as amended or supplemented, or any Issuer Written Communication (includingor any other written information used by or on behalf of the Company in connection with the offer or sale of the Securities, without limitationor in any amendment or supplement thereto, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission of 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 misleading, and will agrees to reimburse each Indemnified Party such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Indemnified Party it in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, liability or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission from made in the Preliminary Memorandum, the Disclosure Package or the Final Memorandum, or in any of such documents amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Company, by or on behalf of any Initial Purchaser through the Representative specifically for use inclusion therein, it being understood and agreed . This indemnity agreement will be in addition to any liability that the only such information consists of Company or the information described as such in subsection (b) belowGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and each Closing Date Guarantor, as of the Guarantors date hereof, and each Merger Date Guarantor, upon execution and delivery of a Joinder Agreement, agree and undertake to the Initial Purchasers that they will, jointly and severally, indemnify and hold harmless each Initial Purchaser, its partners, members, directors, officers, employees, agents, partners, members, directors and its affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Preliminary Offering Circular, Time of Sale Information Circular or the Final Offering Circular, in each case as amended or supplemented, or any Issuer Written Free Writing Communication (including, without including with limitation, any electronic road show and Supplemental Marketing Material) or the accompanying audio recording) General Disclosure Package, or arise out of or are based upon the omission or alleged omission 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 misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, preparing investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) ), whether threatened or commenced commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willeach Initial Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, agents, partners, members, directors employees and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or as otherwise permitted by Section 8(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale the Pricing Supplement, any Company Additional Written Information or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) in whole or in part upon any inaccuracy in the representations and will 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 Indemnified Party Initial Purchaser and each such director, officer, employee, affiliate or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed the Pricing Supplement, any Company Additional Written Information 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, its directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or otherwise permitted by Section 9(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information or the Pricing Supplement, the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto) or any Company Supplemental Disclosure Document, or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; or (ii) in whole or in part upon any inaccuracy in the representations and will 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 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 Indemnified Party Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and Each of the Guarantors willPartnership Parties, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers, employees, agents, partners, members, directors and its affiliates selling agents and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party the Initial Purchaser, Affiliate, director, officer, employee, selling agent or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of Sunoco or as otherwise permitted by Section 8(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Additional Written Communication or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (includingamendment or supplement thereto), without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon including the omission or alleged omission 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 misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such Affiliate, director, officer, employee, selling agent or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such Affiliate, director, officer, employee, selling agent or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Issuers by any such Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Pricing Disclosure Package, it being understood and agreed that any Additional Written Communication or the only such Final Offering Memorandum (or any amendment or supplement thereto), which information consists solely of the information described as such specified in subsection (bthe penultimate sentence of Section 8(b) belowhereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Partnership Parties may otherwise have.

Indemnification of the Initial Purchasers. The Company Each of the Issuers and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuers), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection misleading; provided, however, that the foregoing indemnity agreement shall not apply, with investigatingrespect to an Initial Purchaser, preparing or defending against to any loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case expense to the extent that any such lossextent, claimbut only to the extent, damage or liability arises arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Issuers by any such Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed that the only such information consists of Pricing Supplement, any Issuer Additional Written Communication or the information described as such in subsection Final Offering Memorandum (b) belowor any amendment or supplement thereto).

Indemnification of the Initial Purchasers. The Company and the Guarantors willPrincipal Banking Subsidiary, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its their respective affiliates, directors, officers, employees, partners and agents, partners, members, directors and its affiliates and each person, if any, who controls such each Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Indemnified Partycontrolling person”), ) against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchasers or such affiliate, director, officer, employee, partner, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other Federal or any federal or state statutory law or regulation regulation, or otherwisethe laws or regulations of foreign jurisdictions where Securities have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information or the Final Pricing Disclosure Package and the Offering CircularMemorandum, in each case as amended or supplementedany materials provided to investors by, or with the approval of, the Company in connection with the Exempt Resales of the Securities, including any Issuer Written Communication roadshow or written investor presentations provided to investors by the Company (includingwhether in person or electronically) (“marketing material”), without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse such Initial Purchaser and each Indemnified Party such affiliate, director, officer, employee, agent, partner and controlling person for any legal or other and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such affiliate, director, officer, employee, agent, partner or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the 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 information relating to any Initial Purchaser furnished to the Company by the Representative in writing expressly for use in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, it being understood and agreed that such information only consists of the Guarantors will information described in Section 9(b) below; and provided further, that the Principal Banking Subsidiary shall not be liable in any such case to the extent such indemnification, or contribution pursuant to Section 10 of this Agreement, is found to constitute a covered transaction pursuant to Section 23A of the Federal Reserve Act, as amended. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) belowmay otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willSubsidiary Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersdirectors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularPricing Disclosure Package, Time of Sale Information or the Final Offering CircularMemorandum, in each case 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 amended or supplementedavailable on www.netroadshow.com on the date hereof, or any Issuer Written Communication other written infoxxxxxxx xxxxxxed and used by the Company in connection with the offer or sale of the Securities (includingor any amendment or supplement to the foregoing), without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by each Initial Purchaser) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any the Initial Purchaser through the Representative specifically Purchasers expressly for use therein, it being understood and agreed in the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information consists of Company and the information described as such in subsection (b) belowSubsidiary Guarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company Issuer and the Guarantors willGuarantors, will jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuer), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Circular, in each case as amended Circular (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection misleading; provided, however, that the foregoing indemnity agreement shall not apply, with investigatingrespect to an Initial Purchaser, preparing or defending against to any loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case expense to the extent that any such lossextent, claimbut only to the extent, damage or liability arises arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Issuer by any such Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Circular, it being understood and agreed the Pricing Supplement, any Issuer 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 only such information consists of the information described as such in subsection (b) belowIssuer may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors will, jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, officers, directors, employees, agents, partners, members, directors representatives and its affiliates 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 (each, an “Indemnified Party”the "Exchange Act"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or liabilitiesother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the caused by any omission or alleged omission of 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 misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse each Indemnified Party for in conformity with any legal or other expenses reasonably incurred information relating to any Initial Purchaser furnished to the Company in writing by such Indemnified Party in connection with investigatingInitial Purchaser through the Representative expressly for use therein; provided, preparing or defending against any 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 that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability arises out was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or is based upon an untrue statement 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 alleged 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 or alleged omission from any 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 such documents in reliance upon and in conformity with written information furnished to non-compliance by the Company by any Initial Purchaser through with the Representative specifically for use therein, it being understood and agreed that the only such information consists provisions of the information described as such in subsection (b) belowSection 4 hereof.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officers, officers and employees, agents, partners, members, directors and its affiliates 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or severalas incurred, to which such Indemnified Party Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage or liabilities liability (or actions in respect thereof) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum (or the Final Offering Circular, in each case as amended any amendment or supplementedsupplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission 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 will to reimburse each Indemnified Party Initial Purchaser and each such controlling person for any legal or other and all expenses reasonably incurred (including reasonable fees and disbursements of counsel chosen by BAS and JPM) as and to the extent such expenses are incurred by such Indemnified Party Initial Purchaser or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage or liability arises to the extent arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any such Initial Purchaser through the Representative specifically Initial Purchasers expressly for use thereinin the Offering Memorandum (or any amendment or supplement thereto); and provided, it being understood 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 agreed 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company Issuer as of the date hereof agrees, and upon execution and delivery of the Guarantors willJoinder Agreement, the Company, Partners and each Guarantor, hereby agree, jointly and severally, to indemnify and hold harmless each Initial Purchaser, its officersdirectors, employees, agents, partners, members, directors officers and its affiliates employees and each person, if any, who controls such Initial Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Indemnified Party”), from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes), to which such Indemnified Party the Initial Purchasers or any director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained (A) in any Free Writing Offering Document, the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Disclosure Package or the Final Offering CircularMemorandum or in any amendment or supplement thereto, (B) in each case as amended any Blue Sky application or supplementedother document prepared or executed by the Company, Partners or any Guarantor (or based upon any written information furnished by the Issuer, the Company, Partners or any Guarantor) specifically for the purpose of qualifying any or all of the Notes under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or (C) in any materials or information provided to investors by, or with the approval of, the Issuer, the Company or Partners in connection with the marketing of the offering of the Notes (“Marketing Materials”), including any Issuer Written Communication roadshow or investor presentations made to investors by the Issuer, the Company or Partners (includingwhether in person or electronically), without limitation, any electronic road show and the accompanying audio recordingor (ii) or arise out of or are based upon the omission or alleged omission of a to state in any Free Writing Offering Document, the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or in any amendment or supplement thereto, or in any Blue Sky Application or in any Marketing Materials, any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will shall reimburse the Initial Purchasers and each Indemnified Party such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by such Indemnified Party the Initial Purchasers or any director, officer, employee or controlling person in connection with investigating, defending or preparing to defend against, or defending against participating as a third party witness with respect to any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that the Company Issuer, the Company, Partners and the Guarantors will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability arises out of or is based upon an action resulted directly from any untrue statement or alleged untrue statement in or omission or alleged omission from made in any of Preliminary Offering Memorandum, the Pricing Disclosure Package or Offering Memorandum, or in any such documents amendment or supplement thereto, or in any Blue Sky Application or in any Marketing Materials, in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Issuer, the Company or Partners by any the Initial Purchaser through the Representative Purchasers specifically for use inclusion therein, it being understood and agreed that the only such which information consists solely of the information described as such specified in subsection (b) belowSection 9(e). The foregoing indemnity agreement is in addition to any liability that the Issuer, the Company, Partners or the Guarantors may otherwise have to the Initial Purchasers or to any director, officer, employee or controlling person of the Initial Purchasers.

Indemnification of the Initial Purchasers. The Company and Each of the Guarantors willPartnership Parties, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers, employees, agents, partners, members, directors and its affiliates selling agents and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party the Initial Purchaser, Affiliate, director, officer, employee, selling agent or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or as otherwise permitted by Section 8(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Additional Written Communication or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (includingamendment or supplement thereto), without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon including the omission or alleged omission 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 misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such Affiliate, director, officer, employee, selling agent or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such Affiliate, director, officer, employee, selling agent or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Issuers by any such Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Pricing Disclosure Package, it being understood and agreed that any Additional Written Communication or the only such Final Offering Memorandum (or any amendment or supplement thereto), which information consists solely of the information described as such specified in subsection (bthe penultimate sentence of Section 8(b) belowhereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Partnership Parties may otherwise have.

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 willthat has executed and delivered a Joinder Agreement, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuer), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the reasonable fees and disbursements of counsel chosen by BofA Securities) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Escrow Issuer or the Company by any such Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) (it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in subsection (bSection 8(b) belowhereof). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Issuer may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors will, jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the any omission or alleged omission of 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 misleading, in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse each Indemnified Party for in conformity with any legal or other expenses reasonably incurred information relating to any Initial Purchaser furnished to the Company in writing by such Indemnified Party in connection with investigatingInitial Purchaser through the Representative expressly for use therein; provided, preparing or defending against any 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 that with respect to any such untrue statement in or omission from the Time of Sale Information, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser (or any of its affiliates, directors and officers and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the above as such expenses are incurred; provided, however, that Securities Act or Section 20 of the Company and the Guarantors will not be liable in any such case Exchange Act) to the extent that the sale to the person asserting any such loss, claim, damage or liability arises out of or is based upon was an untrue statement or alleged initial resale by such Initial Purchaser and the untrue statement in or omission or alleged omission from any such Time of such documents Sale Information was corrected in reliance upon and in conformity with written information furnished subsequent Time of Sale Information prior to the Company by any Initial Purchaser through the Representative specifically for use therein, it being understood and agreed that the only such information consists Time of the information described as such in subsection (b) belowSale.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors will, jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, any of the other Time of Sale Information or the Final Offering CircularInformation, in each case as amended or supplemented, or any Issuer Written Communication or the Offering Memorandum (including, without limitation, or any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the any omission or alleged omission of 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 and will reimburse misleading, in each Indemnified Party for any legal or other expenses reasonably incurred by such 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 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 case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by any such Initial Purchaser through the Representative specifically 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), it being understood and agreed that the only such information consists of the following information described as such in subsection the Preliminary Offering Memorandum and the Offering Memorandum: (bi) below.the third paragraph, (ii) the fourth and fifth sentences of the

Indemnification of the Initial Purchasers. The Company and Each of the Guarantors will, Issuers jointly and severally, severally agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates that directly participate in the distribution of the Securities, employees, agents, partners, members, its directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the any omission or alleged omission of 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 misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse each Indemnified Party for in conformity with any legal or other expenses reasonably incurred information relating to any Initial Purchaser furnished to the Merger Sub in writing by such Indemnified Party in connection with investigatingInitial Purchaser through the Representative or its counsel expressly for use therein; provided, preparing or defending against any 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 that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability arises out was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or is based upon an untrue statement with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or alleged 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 or alleged omission from any 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 such documents in reliance upon and in conformity non-compliance by the Issuers with written information furnished to the Company by any Initial Purchaser through the Representative specifically for use therein, it being understood and agreed that the only such information consists provisions of the information described as such in subsection (b) belowSection 4 hereof.

Indemnification of the Initial Purchasers. The Company and Each of the Guarantors willPartnership Parties, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersthe directors, employeesofficers and employees of each Initial Purchaser, agentseach Affiliate of any Initial Purchaser who participated or is alleged to have participated in the distribution of the Securities, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Parent Guarantor), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Issuers and the Parent Guarantor by any such Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowPartnership Parties may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or is otherwise permitted under Section 8(d)), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by BofAS) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any or on behalf of such Initial Purchaser through the Representative specifically BofAS expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, employees and agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, the Time of Sale Information Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, referred to by the Company or the Guarantor, or the Final Offering Circular, in each case as amended Memorandum or supplementedany amendment or supplement thereto, or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission 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 misleading; and will to reimburse each Indemnified Party Initial Purchaser, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser, or its officers, directors, employees and agents or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company and the Guarantor by any Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Preliminary Memorandum, it being understood and agreed the Time of Sale Memorandum, any Additional Written Offering Communication or the Final Memorandum or any amendment or supplement thereto. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the only such information consists of Company and the information described as such in subsection (b) belowGuarantor may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors will, jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its officers, employees, selling agents, partners, membersits affiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages damages, liabilities and expenses (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, any of the other Time of Sale Information or the Final Offering CircularInformation, in each case as amended or supplemented, or any Issuer Written Communication or the Offering Memorandum (including, without limitation, or any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the any omission or alleged omission of 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 and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigatingmisleading; provided, preparing or defending against however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case expense to the extent that any such lossextent, claimbut only to the extent, damage or liability arises arising out of or is based upon an any untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any such Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Preliminary Offering Memorandum, it being understood 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 agreed that each such affiliate, director, officer, employee or controlling person for any and all expenses (including the only such information consists fees and disbursements of counsel chosen by the information described Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in subsection (b) belowconnection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, shall indemnify and hold harmless each Initial Purchaser, each of their respective affiliates and each of its and their respective directors, officers, members, employees, agents, partners, members, directors representatives and its affiliates 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 Act (eachcollectively, the “Initial Purchaser Indemnified Parties,” and each an “Initial Purchaser Indemnified Party”), ) against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Initial Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, any of the other Time of Sale Information or the Final Offering CircularInformation, in each case as amended or supplemented, or any Issuer Written Communication (including, without limitationCommunication, any electronic Permitted General Solicitation, any road show and as defined in Rule 433(h) under the accompanying audio recordingSecurities Act (a “road show”) or arise out of the Offering Memorandum, or are based upon in any amendment or supplement thereto or document incorporated by reference therein or (ii) the omission or alleged omission to state 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 thereintherein not misleading, in and shall reimburse the light of the circumstances under which they were made, not misleading and will reimburse each Initial Purchaser Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by such that Initial Purchaser Indemnified Party in connection with investigating, or preparing to defend, or defending against 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, 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 proceeding, as such fees and expenses are incurred; provided, however, that the Company and the Guarantors will shall not be liable in any such case to the extent that any such loss, claim, damage damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in in, or omission or alleged omission from 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 such documents amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Company by any the Representatives by or on behalf of the Initial Purchaser through the Representative Purchasers specifically for use therein, it being understood 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 agreed that will be in addition to any liability which the only such information consists of the information described as such Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in subsection (b) belowequity to each Initial Purchaser Indemnified Party.

Indemnification of the Initial Purchasers. The Company Issuer and the Guarantors willGuarantors, will jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuer), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection misleading; provided, however, that the foregoing indemnity agreement shall not apply, with investigatingrespect to an Initial Purchaser, preparing or defending against to any loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case expense to the extent that any such lossextent, claimbut only to the extent, damage or liability arises arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Issuer by any such Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information consists of the information described as such in subsection (b) belowIssuer may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors willagree, jointly and severally, to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, agentsagents and affiliates, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee, agent, affiliate or controlling person may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission 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 misleading, and will to reimburse each Indemnified Party Initial Purchaser, its directors, officers, employees, agents, affiliates and each such controlling person for any legal or other and all expenses (including, subject to Section 9(c), the reasonable fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser, or its directors, officers, employees, agents and affiliates or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 9(a) shall be in addition to any liabilities that the only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors will, jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the any omission or alleged omission of 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 misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse each Indemnified Party for in conformity with any legal or other expenses reasonably incurred information relating to any Initial Purchaser furnished to the Company in writing by such Indemnified Party in connection with investigatingInitial Purchaser through the Representative expressly for use therein; provided, preparing or defending against any 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 that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability arises out was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or is based upon an untrue statement 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 alleged 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 or alleged omission from any 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 such documents in reliance upon and in conformity with written information furnished to non-compliance by the Company by any Initial Purchaser through with the Representative specifically for use therein, it being understood and agreed that the only such information consists provisions of the information described as such in subsection (b) belowSection 4 hereof.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, will indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, members, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party Initial Purchaser may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information or the Disclosure Package, any Company Additional Written Communication, the Final Offering Circular, in each case as amended or supplementedMemorandum, or any Issuer Written Communication (includingamendment or supplement thereto, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission of 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 of the circumstances under which they were made, not misleading and will reimburse each Indemnified Party Initial Purchaser for any legal or other expenses reasonably incurred by such Indemnified Party Initial Purchaser in connection with investigating, preparing investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above action as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative 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 subsection (b) belowthe Terms Agreement.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, its directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or otherwise permitted by Section 9(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information or the Pricing Supplement, the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto) or any Company Supplemental Disclosure Document, or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; or (ii) in whole or in part upon any inaccuracy in the representations and will 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 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 Indemnified Party Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of Company and the information described as such in subsection (b) belowGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, employees and agents, partners, members, directors and its affiliates and each person, if any, who controls such that Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which any Initial Purchaser or such Indemnified Party director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Disclosure Package or the Final Offering Circular, in each case as amended or supplementedMemorandum, or any Issuer Written Communication (includingamendment thereto, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; provided that the Company and will the Guarantors shall not be liable under this Section 8(a) 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 any Initial Purchaser through its bad faith or willful misconduct; and to reimburse the Initial Purchasers and each Indemnified Party such director, officer, employee, agent or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by Jefferies) as such expenses are reasonably incurred by the Initial Purchasers or such Indemnified Party director, officer, employee, agent or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any the Initial Purchaser through the Representative specifically Purchasers expressly for use thereinin the Disclosure Package or the Offering Memorandum, any Preliminary Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Initial Purchasers to the Company consists of the information described as such in subsection (b) below. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company Issuers and each of the Guarantors will, jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in any of the Preliminary Offering Circular, Time of Sale Information or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the any omission or alleged omission of 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 and will reimburse misleading, in each Indemnified Party for any legal or other expenses reasonably incurred by such 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 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 case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company Issuers in writing by any such Initial Purchaser through the Representative specifically expressly for use therein, it being understood and agreed ; provided that the only 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 information consists 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 information described Final Pricing Term Sheet and the Electronic Road Show (as such term is defined in subsection Annex A)) and (b) belowsuch 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 Preliminary Offering Memorandum, dated December 20, 2005 shall be deemed "furnished" to investors for the purposes of the proviso in this Section 7(a) as such information has been made publicly available by the Issuers or their affiliates by means of a press release or a filing with the Commission under the Exchange Act.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or is otherwise permitted by Section 8(d)), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the reasonable fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any such Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, Partnership Entities jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the any omission or alleged omission of 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 misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse each Indemnified Party for in conformity with any legal or other expenses reasonably incurred information relating to any Initial Purchaser furnished to the Partnership Entities in writing by such Indemnified Party in connection with investigatingInitial Purchaser through the Representative expressly for use therein; provided, preparing or defending against any 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 that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability arises out was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or is based upon an untrue statement 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 alleged 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 or alleged omission from any 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 such documents in reliance upon and in conformity noncompliance by the Partnership Entities with written information furnished to the Company by any Initial Purchaser through the Representative specifically for use therein, it being understood and agreed that the only such information consists provisions of the information described as such in subsection (b) belowSection 4 hereof.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, each an “Indemnified PartyInitial Purchaser Indemnitee”), ) against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser Indemnitee may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or is otherwise permitted under Section 8(d)), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Indemnified Party Initial Purchaser Indemnitee for any legal or other and all out-of-pocket expenses (including the fees and disbursements of one external counsel chosen by the Representative) as such expenses are reasonably incurred and documented by such Indemnified Party Initial Purchaser Indemnitee in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any such Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors will, jointly and severally, severally agrees to indemnify and hold harmless each Initial Purchaser, its officersdirectors, officers and employees, agents, partners, members, directors and its 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, and each affiliate of any Initial Purchaser within the meaning of Rule 405 under the Securities Act (each, an “Indemnified PartyInitial Purchaser Affiliate”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, controlling person or Initial Purchaser Affiliate may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; or (ii) in whole or in part upon any inaccuracy in the representations and will warranties of the Company or any Guarantor contained herein; or (iii) in whole or in part upon any failure of the Company or any Guarantor to perform its respective 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 Indemnified Party Initial Purchaser and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC and Xxxxxx Xxxxxxx & Co. Incorporated) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any the Initial Purchaser through the Representative specifically Purchasers expressly for use therein, it being understood and agreed in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that the only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, its directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or otherwise permitted by Section 9(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information or the Pricing Supplement, the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto) or any Company Supplemental Disclosure Document, or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; or (ii) in whole or in part upon any inaccuracy in the representations and will 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 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 Indemnified Party Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Initial Purchasers) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically Banc of America Securities LLC expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willSubsidiary Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersdirectors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularPricing Disclosure Package, Time of Sale Information or the Final Offering CircularMemorandum, in each case the Company's Current Report on Form 8-K furnished to/filed with the Commission on February 1, 2007, the roadshow relating to the Debentures prepared by the Company as amended or supplementedavailable on www.netroadshow.com on the date hereof, or any Issuer Written Communication other written infoxxxxxxx xxxxxxed and used by the Company in connection with the offer or sale of the Debentures (includingor any amendment or supplement to the foregoing), without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and will to reimburse each Indemnified Party Initial Purchaser and each such director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by each Initial Purchaser) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any the Initial Purchaser through the Representative specifically Purchasers expressly for use therein, it being understood and agreed in the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement to the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information consists of Company and the information described as such in subsection (b) belowSubsidiary Guarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, any of the other Time of Sale Information or the Final Offering CircularInformation, in each case as amended or supplemented, or any Issuer Written Communication (including, without limitationCommunication, any electronic road show and as defined in Rule 433(h) under the accompanying audio recordingSecurities Act (a “road show”) or arise out of the Offering Memorandum (or are based upon the any amendment or supplement thereto) or any omission or alleged omission of 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 and will reimburse misleading, in each Indemnified Party for any legal or other expenses reasonably incurred by such 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 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 case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by any such Initial Purchaser through the Representative specifically Representatives or its counsel 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 paragraph (b) below.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability (including, joint without limitation, any legal or several, other expenses reasonably incurred in connection with defending or investigating any such action or claim) to which such Indemnified Party Initial Purchaser, affiliate, director or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage or liabilities (or actions in respect thereof) arise liability arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained or incorporated in the Preliminary Offering CircularMemorandum, Time of Sale Information Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission of 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 misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such affiliate, director or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such affiliate, director or controlling person in connection with investigating, preparing investigating or defending against any such loss, claim, damage, damage or 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 Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case loss, claim, damage or liability to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance based upon and in conformity with written information furnished to the Company by any such Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, members, directors and its affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a “Company Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, 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 or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering CircularMemorandum, the Time of Sale Information or the Final Offering CircularInformation, in each case as amended or supplemented, or 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 arise out of or are based upon the omission or alleged omission 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 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 Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, employees and agents, partners, members, directors and its 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 (eachand the directors, an “Indemnified Party”)officers, employees and agents of any such controlling person from and against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company and/or any Guarantor sought to be bound), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; or (ii) upon any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and will which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Company and the Guarantors shall not be liable under this clause (ii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Indemnified Party Initial Purchaser and each such controlling person for any legal or other and all expenses (including the reasonable fees and disbursements of counsel chosen by UBS Securities LLC) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of relating to such documents Initial Purchaser made in reliance upon and in conformity with written information furnished to the Company by any such Initial Purchaser through the Representative specifically expressly for use therein, it being understood and agreed in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information consists of Company or the information described as such in subsection (b) belowGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersdirectors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum (or the Final Offering Circular, in each case as amended any amendment or supplementedsupplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission 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 misleading; or (ii) in whole or in part upon any inaccuracy in the representations and will reimburse each Indemnified Party for warranties of the Company contained herein; or (iii) in whole or in part upon any legal failure of the Company to perform its obligations hereunder or other expenses reasonably incurred by such Indemnified Party in connection with investigatingunder law; provided, preparing or defending against however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case expense to the extent that any such lossextent, claimbut only to the extent, damage or liability arises arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Offering Memorandum (or any amendment or supplement thereto); provided, further, that with respect to any Preliminary Offering Memorandum, the foregoing indemnity agreement shall not inure to the benefit of any Initial Purchaser through from whom the Representative specifically for use thereinperson asserting any loss, it being understood 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, 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; and provided, further, that nothing in this Section 7(a) shall obligate the Company to indemnify any Initial Purchaser, its directors, officers and employees and controlling persons, who has failed or refused to purchase Debentures which they have agreed to purchase on the First Closing Date or the Second Closing Date, as the case may be. The indemnity agreement set forth in this Section 7(a) shall be in addition to any liabilities that the only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, any of the other Time of Sale Information or the Final Offering CircularInformation, in each case as amended or supplemented, or any Issuer Written Communication (including, without limitation, any electronic road show and as defined in Rule 433(h) under the accompanying audio recordingSecurities Act (a “road show”) or arise out of the Offering Memorandum (or are based upon the any amendment or supplement thereto) or any omission or alleged omission of 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 and will reimburse misleading, in each Indemnified Party for any legal or other expenses reasonably incurred by such 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 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 case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by any such Initial Purchaser through the Representative specifically expressly for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Initial Purchasers. The Company and the Guarantors willGuarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, employees and agents, partners, members, directors and its affiliates and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the any Preliminary Offering CircularMemorandum, Time of Sale Information any Issuer Free Writing Document, the Disclosure Package or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement to any of the foregoing), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) wrapper material distributed in Canada in connection with foreign sales or arise out of or are based upon the omission or alleged omission 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 misleading, and will to reimburse each Indemnified Party Initial Purchaser, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by Xxxxx Fargo) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser, or its officers, directors, employees, agents or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance based upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, any Issuer Free Writing Document, the Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (bSection 8(b) belowhereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and Guarantor may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officers, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum (or the Final Offering Circular, in each case as amended any amendment or supplementedsupplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission 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 misleading. The Company will reimburse each Indemnified Party Initial Purchaser and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by Citigroup) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such controlling person in connection with investigating, preparing defending, settling or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any the Initial Purchaser through the Representative specifically Purchasers expressly for use therein, it being understood and agreed in the Offering Memorandum (or any amendment or supplement thereto). The Company hereby acknowledges that the only such information consists of that the information described as such Initial Purchasers have furnished to the Company expressly for use in subsection the Offering Memorandum (bor any amendment or supplement thereto) beloware the statements set forth in Schedule 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 the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or as otherwise permitted under Section 8(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; or (ii) in whole or in part upon any inaccuracy in the representations and will warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse each Indemnified Party Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any legal or other and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any such Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only Company may otherwise have to each Initial Purchaser and each such information consists of the information described as such in subsection (b) belowaffiliate, director, officer, employer or controlling person.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors will, jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates that assist in the distribution of the Securities, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the any omission or alleged omission of 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 misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse each Indemnified Party for in conformity with any legal or other expenses reasonably incurred information relating to any Initial Purchaser furnished to the Company in writing by such Indemnified Party in connection with investigatingInitial Purchaser either directly or through the Representative expressly for use therein; provided, preparing or defending against any 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 that with respect to any such actual or alleged untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case Initial Purchaser to the extent that any such loss, claim, damage or liability arises out results from the fact that both (i) a copy of the Offering Memorandum was not sent or is based upon an untrue statement given to such person at or alleged prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission or alleged omission from any 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 such documents in reliance upon and in conformity with written information furnished to non-compliance by the Company by any Initial Purchaser through with the Representative specifically for use therein, it being understood and agreed that the only such information consists provisions of the information described as such in subsection (bSection 4(a) belowhereof.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon (ii) the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Indemnified Party Initial Purchaser and its affiliates and each such director, officer, employee or controlling person for any legal or other and all expenses (including the reasonable fees and disbursements of counsel chosen by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any such Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Existing Guarantors willand, as of the Closing Date, the New Guarantors, jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, members, directors and its affiliates and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon caused by any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or caused by any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission of 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 misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse each Indemnified Party for in conformity with any legal or other expenses reasonably incurred information relating to any Initial Purchaser furnished to the Company in writing by such Indemnified Party in connection with investigatingInitial Purchaser through the Representative expressly for use therein; provided, preparing or defending against any 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 that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability arises out was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or is based upon an untrue statement with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or alleged 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 or alleged omission from any 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 such documents in reliance upon and in conformity with written information furnished to non-compliance by the Company by any Initial Purchaser through with the Representative specifically for use therein, it being understood and agreed that the only such information consists provisions of the information described as such in subsection (b) belowSection 4 hereof.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Holder (including each Initial Purchaser), its officerstheir respective officers and directors, employees, agents, partners, members, directors and its 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities or liabilitiesactions in respect thereof (including without limitation the reasonable legal fees and other reasonable expenses incurred in connection with any suit, joint action or severalproceeding or any claim asserted) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus (as amended or 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 which such Indemnified Party may become subjectstate therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, under the Securities Acthowever, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon not caused by any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Circular, Time of Sale Information or the Final Offering Circular, in each case as amended or supplemented, or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission 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 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 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 Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information relating to any Holder furnished to the Company in writing by any Initial Purchaser through the Representative specifically or on behalf of such Holder expressly for use therein; and provided further, it being understood 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 agreed that the only losses, claims, damages or liabilities of such information consists Holder result from an untrue statement or omission of a material fact contained in the information described as such preliminary Prospectus which was corrected in subsection (b) belowthe Prospectus.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, agents, partners, members, directors and its 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 (collectively, the “Initial Purchaser Indemnified Parties” and each, an “Initial Purchaser Indemnified Party”), ) against any loss, claim, damage, liability or expense, as incurred (collectively, “Losses” and all losseseach, claims, damages or liabilities, joint or severala “Loss”), to which such Initial Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities Loss (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any Company Additional Written Communication, the Preliminary Offering Circular, Time of Sale Information Pricing Disclosure Package or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Initial Purchaser Indemnified Party for any legal or other 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 Indemnified Party in connection with investigating, preparing defending, settling, compromising or defending against paying any such Loss or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case expense to the extent that any such lossextent, claimbut only to the extent, damage or liability arises arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically Representatives expressly for use thereinin any Company Additional Written Communication, it being understood and agreed the Pricing Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum (or any amendment or supplement thereto), Time of Sale Information any road show as defined in Rule 433(h) under the Securities Act (a “road show”), any Marketing Materials or the Final Offering Circular, in each case as amended or supplementedPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission of 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 and will reimburse misleading, in each Indemnified Party for any legal or other expenses reasonably incurred by such 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 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 case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company and the Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by any such Initial Purchaser through the Representative specifically Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersdirectors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or effected without the written consent of the Company in accordance with Section 8(d)), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale the Pricing Supplement, any Company Additional Written Information or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such director, officer, employee or controlling person for any legal or other 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 Indemnified Party Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any the Initial Purchaser through the Representative specifically Purchasers expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed the Pricing Supplement, any Company Additional Written Information 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and Each of the Guarantors willPartnership Parties, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers, employees, agents, partners, members, directors and its affiliates selling agents and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party the Initial Purchaser, Affiliate, director, officer, employee, selling agent or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or as otherwise permitted by Section 8(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Additional Written Communication or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (includingamendment or supplement thereto), without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon including the omission or alleged omission 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 misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such Affiliate, director, officer, employee, selling agent or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such Affiliate, director, officer, employee, selling agent or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Issuers by any such Initial Purchaser through the Representative specifically expressly for use thereinin the Pricing Disclosure Package, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowPartnership Parties may otherwise have.

Indemnification of the Initial Purchasers. The Company Issuer and the Guarantors willGuarantors, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuer), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Indemnified Party Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the reasonable fees and disbursements of counsel chosen by Xxxxxxx Lynch, Pierce, Xxxxxx & amp; Xxxxx Incorporated) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply, with respect to an Initial Purchaser, to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Issuer by any such Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information consists of the information described as such in subsection (b) belowIssuer may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willInitial Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersdirectors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or as otherwise permitted by Section 8(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale the Pricing Supplement, any Company Additional Written Information or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) in whole or in part upon any inaccuracy in the representations and will 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 Indemnified Party Initial Purchaser and each such director, officer, employee or controlling person for any legal or other 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 Indemnified Party Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed the Pricing Supplement, any Company Additional Written Information 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors willGuarantors, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, agents, partners, members, directors and its 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 (collectively, the “Initial Purchaser Indemnified Parties” and each, an “Initial Purchaser Indemnified Party”), ) against any loss, claim, damage, liability or expense, as incurred (collectively, “Losses” and all losseseach, claims, damages or liabilities, joint or severala “Loss”), to which such Initial Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities Loss (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any Company Additional Written Communication, the Preliminary Offering Circular, Time of Sale Information Pricing Disclosure Package or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Initial Purchaser Indemnified Party for any legal or other 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 Indemnified Party in connection with investigating, preparing defending, settling, compromising or defending against paying any such Loss or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case expense to the extent that any such lossextent, claimbut only to the extent, damage or liability arises arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically Representatives expressly for use thereinin any Company Additional Written Communication, it being understood and agreed the Pricing Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information consists of Company or the information described as such in subsection (b) belowGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Company and each of the Guarantors will, jointly and severally, severally agree to indemnify and hold harmless each Initial Purchaser, its officers, employees, agents, partners, membersaffiliates, directors and its affiliates 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 (eachAct, an “Indemnified Party”), from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the any omission or alleged omission of 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 misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and will reimburse each Indemnified Party for in conformity with any legal or other expenses reasonably incurred information relating to any Initial Purchaser furnished to the Company in writing by such Indemnified Party in connection with investigatingInitial Purchaser through the Representative expressly for use therein; provided, preparing or defending against any 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 that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability arises out was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or is based upon an untrue statement 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 alleged 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 or alleged omission from any 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 such documents in reliance upon and in conformity with written information furnished to non-compliance by the Company by any Initial Purchaser through with the Representative specifically for use therein, it being understood and agreed that the only such information consists provisions of the information described as such in subsection (b) belowSection 4 hereof.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, employees and agents, partners, members, directors and its affiliates and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information or the Final Offering CircularMemorandum, in each case as amended or supplementedthe Final Term Sheet, or any Issuer Written Communication Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (includingor any amendment or supplement to the foregoing), without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission 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 misleading, and will to reimburse each Indemnified Party Initial Purchaser, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser, or its officers, directors, employees, agents or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance based upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Preliminary Offering Memorandum, the Final Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (bSection 8(b) belowhereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. The Company Each of the Issuers and each of the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its affiliates 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under Section 15 of the Securities Act, Section 20 of the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuers), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Term Sheet, any Issuer Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and will to reimburse each Indemnified Party Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against 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, action, litigation, investigation expense 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 Company and the Guarantors will not be liable in any such case actions to the extent that any such lossextent, claimbut only to the extent, damage or liability arises arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company Issuers by any Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed 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 only such information consists of the information described as such in subsection (b) belowIssuers may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willeach Initial Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, agents, partners, members, directors employees and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee, affiliate or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or as otherwise permitted by Section 8(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale the Pricing Supplement, any Company Additional Written Information or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading 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 will 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 Indemnified Party Initial Purchaser and each such director, officer, employee, affiliate or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by BofA Securities, Inc.) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such director, officer, employee, affiliate or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed the Pricing Supplement, any Company Additional Written Information 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officers, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum (or the Final Offering Circular, in each case as amended any amendment or supplementedsupplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements thereintherein not misleading; provided, in however, that the light of the circumstances under which they were made, foregoing indemnity agreement shall not misleading 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 apply to any loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case expense to the extent that any such lossextent, claimbut only to the extent, damage or liability arises arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by the Representatives 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 through from whom the Representative specifically for use thereinperson asserting any loss, it being understood 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 2 and agreed 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors willGuarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, employees and agents, partners, members, directors and its affiliates and each person, if any, who controls such any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the any Preliminary Offering CircularMemorandum, Time of Sale Information any Issuer Free Writing Document, the Disclosure Package or the Final Offering CircularMemorandum (or any amendment or supplement to any of the foregoing) or alleged omission therefrom of a material fact, in each case as amended or supplementedcase, or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission 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 misleading, and will to reimburse each Indemnified Party Initial Purchaser, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by Xxxxx Fargo) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser, or its officers, directors, employees, agents or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance based upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically expressly for use thereinin the Preliminary Offering Memorandum, any Issuer Free Writing Document, the Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (bSection 8(b) belowhereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and Guarantor may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors willGuarantors, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, agents, partners, members, directors and its 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 (collectively, the “Initial Purchaser Indemnified Parties” and each, an “Initial Purchaser Indemnified Party”), ) against any loss, claim, damage, liability or expense, as incurred (collectively, “Losses” and all losseseach, claims, damages or liabilities, joint or severala “Loss”), to which such Initial Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities Loss (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in any Company Additional Written Communication, the Preliminary Offering Circular, Time of Sale Information Pricing Disclosure Package or the Final Offering Circular, in each case as amended or supplemented, Memorandum (or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recordingamendment or supplement thereto) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and will to reimburse each Initial Purchasers Indemnified Party for any legal or other 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 Indemnified Party in connection with investigating, preparing defending, settling, compromising or defending against paying any such Loss or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case expense to the extent that any such lossextent, claimbut only to the extent, damage or liability arises arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically Representatives expressly for use thereinin any Company Additional Written Communication, it being understood and agreed the Pricing Disclosure Package or the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information consists of Company or the information described as such in subsection (b) belowGuarantors may otherwise have.

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willGuarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officersaffiliates, directors, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or as otherwise permitted in Section 8(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale Information the Pricing Supplement, any Company Additional Written Communication or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will to reimburse each Indemnified Party Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any the Initial Purchaser Purchasers through the Representative specifically Representatives expressly for use thereinin the Preliminary Offering Memorandum, it being understood the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). Each of the Company and agreed the Guarantors hereby acknowledges that the only such information consists 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 information described as such in subsection (b) belowCompany may otherwise have.

Indemnification of the Initial Purchasers. The Company and the Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its officers, officers and employees, agents, partners, members, directors and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering Circular, Time of Sale Information Memorandum (or the Final Offering Circular, in each case as amended any amendment or supplementedsupplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission 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 misleading, and will to reimburse the Initial Purchaser and each Indemnified Party such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Indemnified Party Initial Purchaser or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically expressly for use therein, it being understood and agreed that in the only such information consists of the information described as such in subsection Offering Memorandum (b) belowor any amendment or supplement thereto).

Indemnification of the Initial Purchasers. The Each of the Company and the Guarantors willInitial Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees, agents, partners, members, directors employees and its 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 (each, an “Indemnified Party”), against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which such Indemnified Party Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other Federal federal or state statutory law or regulation regulation, or otherwiseat common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company or as otherwise permitted by Section 8(d) hereof), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (i) upon any untrue statement or alleged untrue statement of any a material fact contained in the Preliminary Offering CircularMemorandum, Time of Sale the Pricing Supplement, any Company Additional Written Information or the Final Offering Circular, in each case as amended Memorandum (or supplementedany amendment or supplement thereto), or any Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (ii) in whole or in part upon any inaccuracy in the representations and will 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 Indemnified Party Initial Purchaser and each such director, officer, employee or controlling person for any legal or other 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 Indemnified Party Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, preparing defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically Representatives expressly for use thereinin the Preliminary Offering Memorandum, it being understood and agreed the Pricing Supplement, any Company Additional Written Information 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 only such information consists of the information described as such in subsection (b) belowCompany may otherwise have.