Common use of Indemnification of the Initial Purchasers Clause in Contracts

Indemnification of the Initial Purchasers. Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its members, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, member, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: upon any untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto), or 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 to reimburse each Initial Purchaser and each such director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one firm of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, defending, settling (if such settlement is effected with the written consent of the indemnifying party in accordance with Section 8(d)), compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers expressly for use 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 Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its members, directors, officers and employees, affiliates and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expense, as incurred, to which such Initial Purchaser, member, director, officer, employee proceeding or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Companyclaim asserted), insofar as such lossjoint or several, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: upon caused by any untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), or the caused by any omission or alleged omission therefrom 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; and to reimburse each Initial Purchaser and each such director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one firm of counsel chosen by Banc of America Securities LLC) except insofar as such expenses losses, claims, damages or liabilities are reasonably incurred caused by such Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, defending, settling (if such settlement is effected with the written consent of the indemnifying party in accordance with Section 8(d)), compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Initial Purchasers Representative expressly for use therein; provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Notes to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth unless, in this Section 8(a) shall be in addition either case, such failure to any liabilities that deliver the Offering Memorandum was a result of non-compliance by the Company may otherwise havewith the provisions of Section 4 hereof.

Indemnification of the Initial Purchasers. Each of the Company and the Guarantorseach Initial Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its members, directors, officers officers, employees and employees, affiliates and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, member, director, officer, employee employee, affiliate or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany or as otherwise permitted by Section 8(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Information, any “non-deal” roadshow prior to the launch of the offering contemplated hereby, or the Final Offering Memorandum (or any amendment or supplement thereto), or 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 misleadingmisleading or (ii) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that neither the Company nor any Initial Guarantor shall be liable under this clause (ii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such director, officer, employee employee, affiliate or controlling person for any and all expenses (including the reasonable fees and disbursements of one firm of counsel chosen by Banc of America Securities LLCthe Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee employee, affiliate or controlling person in connection with investigating, defending, settling (if such settlement is effected with the written consent of the indemnifying party in accordance with Section 8(d))settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Information, any “non-deal” roadshow prior to the launch of the offering contemplated hereby or the Final Offering Memorandum (or any amendment or supplement thereto), which for the avoidance of doubt, consists of the Initial Purchaser Provided Information (as defined in Section 8(b)). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and the Guarantorseach Initial Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its members, directors, officers officers, employees and employees, affiliates and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, member, director, officer, employee employee, affiliate or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany or as otherwise permitted by Section 8(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto), or 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 misleadingmisleading or (ii) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that neither the Company nor any Initial Guarantor shall be liable under this clause (ii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such director, officer, employee employee, affiliate or controlling person for any and all expenses (including the reasonable fees and disbursements of one firm of counsel chosen by Banc of America Securities LLCXxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee employee, affiliate or controlling person in connection with investigating, defending, settling (if such settlement is effected with the written consent of the indemnifying party in accordance with Section 8(d))settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Disclosure Package 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 Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its membersaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, memberaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or 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; (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Company shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one firm of counsel chosen by Banc of America Securities LLCMxxxxxx Lxxxx) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling (if such settlement is effected with the written consent of the indemnifying party in accordance with Section 8(d))settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Initial Purchasers Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its membersaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, memberaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany unless otherwise permitted by paragraph (d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or 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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Company shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one firm of counsel chosen by Banc of America Securities LLCXxxxxxx Xxxxx) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling (if such settlement is effected with the written consent of the indemnifying party in accordance with Section 8(d))settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Initial Purchasers Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and the Guarantors, jointly and severally, agrees to shall indemnify and hold harmless each Initial Purchaser, each of their respective affiliates and each of its and their respective directors, officers, members, directors, officers and employees, representatives and agents and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and of or Section 20 of the Exchange ActAct (collectively, the “Initial Purchaser Indemnified Parties,” and each an “Initial Purchaser Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or expenseany action, as incurredinvestigation or proceeding in respect thereof), joint or several, to which such Initial Purchaser, member, director, officer, employee or controlling person Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company)otherwise, insofar as such loss, claim, damage, liability expense, liability, action, investigation or expense (or actions in respect thereof as contemplated below) proceeding arises out of or is based: based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Final Offering Memorandum (Memorandum, or in any amendment or supplement thereto), thereto or document incorporated by reference therein or (ii) the omission or alleged omission therefrom 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 therein, in the light of the circumstances under which they were made, therein not misleading; , and to shall reimburse each the Initial Purchaser and each such director, officer, employee or controlling person Indemnified Party promptly upon demand for any and all legal fees or other expenses (including the reasonable fees and disbursements of one firm of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such that Initial Purchaser or such director, officer, employee or controlling person Indemnified Party in connection with investigating, defendingor preparing to defend, settling (if such settlement is effected with the written consent of the indemnifying or defending against, settling, compromising, or appearing as a third party witness in accordance with Section 8(d))respect of, compromising or paying otherwise incurred in connection with, any such loss, claim, damage, expense, liability, expense action, investigation or actionproceeding, as such fees and expenses are incurred; provided, however, that the foregoing indemnity agreement Company shall not apply be liable in any such case to the extent that any such loss, claim, damage, expense or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in, or omission or alleged 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 amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Company by the Representatives by or on behalf of the Initial Purchasers expressly specifically for use therein, which information the parties hereto agree is limited to the Initial Purchasers’ Information (as defined in the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement theretoSection 7(b) hereof). The This indemnity agreement set forth in this Section 8(a) shall is not exclusive and will be in addition to any liabilities that liability which the Company might otherwise have and shall not limit any rights or remedies which may otherwise havebe available at law or in equity to each Initial Purchaser Indemnified Party.

Indemnification of the Initial Purchasers. Each of the Company and the GuarantorsIssuers, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its membersaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, memberaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyIssuers), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or 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) in whole or in part upon any inaccuracy in the representations and warranties of the Issuers contained herein; or (iii) in whole or in part upon any failure of the Issuers to perform their obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Issuers shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one firm of counsel chosen by Banc of America Securities LLCXxxxxxx Xxxxx) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling (if such settlement is effected with the written consent of the indemnifying party in accordance with Section 8(d))settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuers by such Initial Purchaser through the Initial Purchasers Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Issuers may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its membersaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, memberaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyCompany or otherwise in accordance with Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or 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 to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of one firm of counsel chosen by Banc of America J.X. Xxxxxx Securities LLC) promptly as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling (if such settlement is effected with the written consent of the indemnifying party in accordance with Section 8(d))settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Initial Purchasers Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and the GuarantorsIssuers, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its membersaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, memberaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the CompanyIssuers), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or 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) in whole or in part upon any inaccuracy in the representations and warranties of the Issuers contained herein; or (iii) in whole or in part upon any failure of the Issuers to perform their obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Issuers shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of one firm of counsel chosen by Banc of America Securities Xxxxxx Xxxxxxx & Co. LLC) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling (if such settlement is effected with the written consent of the indemnifying party in accordance with Section 8(d))settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuers by such Initial Purchaser through the Initial Purchasers Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Disclosure Package Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Issuers may otherwise have.