Common use of Indemnification of the Company and the Guarantors Clause in Contracts

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers who signed the Registration Statement 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus, (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document consists of the following paragraphs in the Preliminary Prospectus and the Prospectus (with no such information having been furnished for use in any of the other Time of Sale Information or any Issuer Written Communication): (i) the first and second sentence of the third paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning the initial offer price, (ii) the second sentence of the fifth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter Information”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, officers who signed the Registration Statement 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document consists of the following paragraphs following: the second, third and fourth sentences of the third paragraph in the text under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus (with no such information having been furnished for use in any concerning the terms of the other Time of Sale Information or any Issuer Written Communication): (i) offering, including the first concession and second sentence of reallowance to certain dealers, by the third paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning the initial offer price, (ii) Underwriters; the second sentence of the fifth fourth paragraph of text under the caption “Underwriting” in the section titled “Underwriting (Conflicts of Interest)” concerning Preliminary Prospectus and the Prospectus relating to market making transactions by the Underwriters; and (iii) the first sentence seventh and eighth paragraphs of text under the eighth paragraph caption “Underwriting” in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, Preliminary Prospectus and the Prospectus relating to over-allotment transactions, syndicate covering transactions and penalty bids stabilization by the Underwriters (such information collectively the “Underwriter Information”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the GuarantorsGuarantor, each of their respective directors and directors, officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors Guarantor 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives Representative expressly for use in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Time of Sale InformationPricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document Underwriter consists of the following paragraphs information in the section of the Preliminary Prospectus Supplement and the Final Prospectus (with no such information having been furnished for use in any of Supplement under the other Time of Sale Information or any Issuer Written Communication): (i) the first and second sentence of the third paragraph in the section titled caption “Underwriting (Conflicts of Interest)” concerning furnished on behalf of such Underwriter: (x) the initial offer pricefirst sentence of the fifth paragraph, (iiy) the second sentence of the fifth eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning market making transactions and (iiiz) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter Information”)eleventh paragraph.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, officers who signed the Registration Statement 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document consists of the following paragraphs following: the second, third and fourth sentences of the third paragraph in the text under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus (with no such information having been furnished for use in any concerning the terms of the other Time of Sale Information or any Issuer Written Communication): (i) offering, including the first concession and second sentence of reallowance to certain dealers, by the third paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning the initial offer price, (ii) Underwriters; the second sentence of the fifth fourth paragraph of text under the caption “Underwriting” in the section titled “Underwriting (Conflicts of Interest)” concerning Preliminary Prospectus and the Prospectus relating to market making transactions by the Underwriters; and (iii) the first seventh and eighth paragraphs and the last sentence of the eighth paragraph ninth paragraph, and only with respect to the underwriters, of text under the caption “Underwriting” in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, Preliminary Prospectus and the Prospectus relating to over-allotment transactions, syndicate covering transactions and penalty bids stabilization by the Underwriters (such information collectively the “Underwriter Information”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, officers who signed the Registration Statement 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document consists of the following paragraphs following: the second, third and fourth sentences of the third paragraph in the text under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus (with no such information having been furnished for use in any concerning the terms of the other Time offering, including the concession and reallowance to certain dealers, by the Underwriters and the seventh and eighth paragraphs, and only with respect to the underwriters, of Sale Information or any Issuer Written Communication): (i) text under the first and second sentence of the third paragraph caption “Underwriting” in the section titled “Underwriting (Conflicts of Interest)” concerning Preliminary Prospectus and the initial offer price, (ii) the second sentence of the fifth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, Prospectus relating to over-allotment transactions, syndicate covering transactions and penalty bids stabilization by the Underwriters (such information collectively the “Underwriter Information”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, Initial Purchaser severally and not jointly, agrees to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to the same extent as against any and all loss, liability, claim, damage and expense described in the indemnity set forth contained in paragraph Subsection (aa)(i) aboveof this Section 6, as incurred, but only with respect to any lossesuntrue statements or omissions, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement statements or omission omissions, made in the Preliminary Offering Memorandum, the General Disclosure Package, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) in reliance upon and in conformity with any written information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration StatementPreliminary Offering Memorandum, the ProspectusGeneral Disclosure Package, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document Initial Purchaser consists of the following paragraphs information in the Preliminary Prospectus Offering Memorandum and the Prospectus (with no such information having been Offering Memorandum furnished for use in any on behalf of the other Time of Sale Information or any Issuer Written Communication): each Initial Purchaser: (i) under the first and second sentence of caption “The Summary—The offering”, the third paragraph in and fourth sentences under the section titled item “Underwriting (Conflicts Absence of Interest)” concerning the initial offer price, a public market”; (ii) under the second sentence caption “Risk factors—Risks related to the notes—Your ability to transfer the notes may be limited by the absence of an active trading market and an active trading market may not develop for the fifth paragraph in notes”, the section titled “Underwriting (Conflicts of Interest)” concerning market making transactions third and fourth sentences; and (iii) under the first sentence caption “Plan of distribution”, the fourth paragraph, the third and fourth sentences of the eighth paragraph in eleventh paragraph, and the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter Information”)thirteenth paragraph.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of Company and the Guarantors, each of and their respective directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors Guarantor 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives Representative expressly for use in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale InformationGeneral Disclosure Package, it being understood and agreed upon that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document Underwriter consists of the following paragraphs information in the Preliminary Prospectus and furnished on behalf of each Underwriter: each Underwriter’s name, the Prospectus (with no such information having been furnished for use contained in any the fifth sentence under the caption “The Offering—Absence of a Public Market”, the other Time of Sale Information or any Issuer Written Communication): (i) information contained in the first and second sentence of the third paragraph under the caption “Underwriting”, the concession and reallowance figures appearing in the section titled third paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”, the information contained in the seventh paragraph under the caption “Underwriting” concerning and the initial offer priceinformation contained in the first, (ii) the second sentence second, third, fourth, eighth, ninth, tenth and eleventh sentences of the fifth ninth paragraph in under the section titled caption “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter InformationUnderwriting”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, their respective officers who signed the Registration Statement 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 (including, without limitation, reasonable outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) 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 Underwriter furnished to the Company Information (as defined below in writing by or on behalf of such Underwriter through the Representatives expressly for use this Section 7(b)) in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale InformationPricing Disclosure Package, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document Underwriter consists of the following paragraphs (collectively, the “Underwriter Information”): (1) the information in the last paragraph of the cover page of the Preliminary Prospectus and the Prospectus regarding the delivery of the Securities; (2) the names of the Underwriters on the cover page and back cover page of the Preliminary Prospectus and the Prospectus; (3) the names of the Underwriters in the first paragraph (including the table) under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus Prospectus; and (with no such information having been furnished for use in any of the other Time of Sale Information or any Issuer Written Communication): (i4) the first seventh and second sentence of eighth paragraphs under the third paragraph caption “Underwriting” in the section titled “Underwriting (Conflicts of Interest)” concerning Preliminary Prospectus and the initial offer price, (ii) the second sentence of the fifth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter Information”)Prospectus.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, Guarantors and each of their respective directors and officers who signed the Registration Statement 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 Underwriter furnished to the Company or the Guarantors in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration StatementStatement or any amendment thereof, the Preliminary Prospectus, any of the other Disclosure Package, any Issuer Free Writing Prospectus or the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document consists of the following paragraphs in following: the Preliminary Prospectus list of Underwriters and the Prospectus (with no respective principal amount of Securities to be purchased by such information having been furnished for use in any of Underwriters, the other Time of Sale Information or any Issuer Written Communication): (i) the first second and second sentence fourth sentences of the third paragraph related to making a market in the section titled “Underwriting (Conflicts of Interest)” concerning the initial offer priceNotes, (ii) the second sentence of the fifth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactionssixth paragraphs related to short sales, over-allotment stabilization transactions, syndicate covering transactions and penalty bids (bids, and the third and fourth sentences of the tenth paragraph, in each case, set forth under the heading “Underwriter InformationUnderwriting.”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers who signed the Registration Statement 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus, (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document consists of the following paragraphs in the Preliminary Prospectus and the Prospectus (with no such information having been furnished for use in any of the other Time of Sale Information or any Issuer Written Communication): (i) the first and second sentence of the third paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning the initial offer price, (ii) the second fifth sentence of the fifth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter Information”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of Company and the Guarantors, each of and their respective directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors Guarantor 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives Representative expressly for use in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale InformationGeneral Disclosure Package, it being understood and agreed upon that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document Underwriter consists of the following paragraphs information in the Preliminary Prospectus and furnished on behalf of each Underwriter: the Prospectus (with no such information having been furnished for use contained in any of the other Time of Sale Information or any Issuer Written Communication): (i) the first and second sentence of the third fourth paragraph under the caption “Underwriting”, the concession and reallowance figures appearing in the section titled fourth paragraph under the caption “Underwriting (Conflicts of Interest)” concerning Underwriting”, the initial offer price, (ii) information contained in the second third sentence of the fifth paragraph under the caption “Underwriting” and the information contained in the section titled ninth and tenth paragraphs under the caption “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter InformationUnderwriting”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and each of the Guarantors, Guarantor and each of their respective directors and officers who signed the Registration Statement 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 Underwriter furnished to the Company Parent in writing by or on behalf of such Underwriter through the Representatives Representative expressly for use in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document consists of the following paragraphs in the Preliminary Prospectus and the Prospectus (with no such information having been furnished for use in any of the other Time of Sale Information or any Issuer Written Communication): Prospectus: (i) the first and second sentence of the third paragraph in under the section titled caption “Underwriting (Conflicts of Interest)” concerning the initial offer priceUnderwriting”, (ii) the second third sentence of the fifth sixth paragraph in under the section titled caption “Underwriting (Conflicts of Interest)Underwriting” concerning market making transactions and (iii) the first sentence of seventh paragraph under the eighth paragraph in the section titled caption “Underwriting (Conflicts of Interest)Underwriting” concerning stabilizing transactionsrelating to overallotment, over-allotment transactions, stabilization and syndicate covering transactions and penalty bids (the “Underwriter Information”)transactions.

Indemnification of the Company and the Guarantors. Each Underwriter 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 who signed the Registration Statement 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 Underwriter Initial Purchaser furnished to the Company in writing by or on behalf of such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration StatementPreliminary Offering Memorandum, any of the Prospectusother Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document consists of the following paragraphs in the Preliminary Prospectus Offering Memorandum and the Prospectus (with no such information having been furnished for use in any Offering Memorandum under “Plan of the other Time of Sale Information or any Issuer Written Communication): (i) the first and second sentence of distribution”: the third paragraph in (which, for the section titled avoidance of doubt, begins with the sentence “Underwriting (Conflicts The initial purchasers initially propose to offer the notes for resale at the issue price that appears on the cover page of Interestthis offering memorandum.”)” concerning the initial offer price, (ii) ; the second sentence of the fifth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence third sentences of the eighth paragraph (which, for the avoidance of doubt, consist of “The initial purchasers have advised us that they intend to make a market in the section titled notes, but they are not obligated to do so. The initial purchasers may discontinue any market making in the notes at any time in their sole discretion.”); and the tenth paragraph (which, for the avoidance of doubt, begins with the sentence “Underwriting (Conflicts In connection with the offering of Interest)” concerning the notes, the initial purchasers may engage in overallotment, stabilizing transactions, over-allotment transactions, transactions and syndicate covering transactions and penalty bids (the “Underwriter Informationtransactions.”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, their respective officers who signed the Registration Statement 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 (including, without limitation, reasonable outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) 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 Underwriter furnished to the Company Information (as defined below in writing by or on behalf of such Underwriter through the Representatives expressly for use this Section 7(b)) in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale InformationPricing Disclosure Package, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document Underwriter consists of the following paragraphs (collectively, the “Underwriter Information”): (1) the information in the last paragraph of the cover page of the Preliminary Prospectus and the Prospectus regarding the delivery of the Securities; (2) the names of the Underwriters on the cover page of the Preliminary Prospectus and the Prospectus; (3) the names of the Underwriters in the table in the first paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus Prospectus; and (with no such information having been furnished for use in any of the other Time of Sale Information or any Issuer Written Communication): (i4) the first two paragraphs under the subcaption “Price stabilization and second sentence of short positions” under the third paragraph caption “Underwriting” in the section titled “Underwriting (Conflicts of Interest)” concerning Preliminary Prospectus and the initial offer price, (ii) the second sentence of the fifth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter Information”)Prospectus.

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of Company and the Guarantors, each of and their respective directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors Guarantor 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives Representative expressly for use in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale InformationGeneral Disclosure Package, it being understood and agreed upon that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document Underwriter consists of the following paragraphs information in the Preliminary Prospectus and furnished on behalf of each Underwriter: each Underwriter’s name, the Prospectus (with no such information having been furnished for use contained in any of the other Time of Sale Information or any Issuer Written Communication): (i) the first and second sentence of the third paragraph under the caption “Underwriting”, the concession and reallowance figures appearing in the section titled third paragraph under the caption “Underwriting (Conflicts of Interest)” concerning Underwriting”, the initial offer price, (ii) the second sentence of the fifth paragraph information contained in the section titled seventh paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting” concerning market making transactions and (iii) the first sentence of the eighth paragraph information contained in the section titled ninth paragraph under the caption “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter InformationUnderwriting”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers who signed the Registration Statement 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus, (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document consists of the following paragraphs in the Preliminary Prospectus and the Prospectus (with no such information having been furnished for use in any of the other Time of Sale Information or any Issuer Written Communication): (i) the first and second sentence of the third paragraph in the section titled “Underwriting (Conflicts of Interest)Underwriting” concerning the initial offer price, (ii) the second sentence of the fifth paragraph in the section titled “Underwriting (Conflicts of Interest)Underwriting” concerning market making transactions and (iii) the first sentence of each of the seventh and eighth paragraph paragraphs in the section titled “Underwriting (Conflicts of Interest)Underwriting” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter Information”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of Company and the Guarantors, each of and their respective directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors Guarantor 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale InformationGeneral Disclosure Package, it being understood and agreed upon that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document Underwriter consists of the following paragraphs information in the Preliminary Prospectus and furnished on behalf of each Underwriter: the Prospectus (with no such information having been furnished for use contained in any of the other Time of Sale Information or any Issuer Written Communication): (i) the first and second sentence of the third paragraph under the caption “Underwriting”, the information contained in the section titled “Underwriting (Conflicts of Interest)” concerning the initial offer price, (ii) the second third sentence of the fifth eleventh paragraph under the caption “Underwriting” and the information contained in the section titled final paragraph under the caption “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter InformationUnderwriting”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of Company and the Guarantors, each of and their respective directors directors, their respective officers, and officers to the extent applicable, their respective general partners, managers or members and other persons who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors Guarantor 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 Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives Representative expressly for use in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale InformationGeneral Disclosure Package, it being understood and agreed upon that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document Underwriter consists of the following paragraphs information in the Preliminary Prospectus and furnished on behalf of each Underwriter: each Underwriter’s name, the Prospectus (with no such information having been furnished for use contained in any the fifth sentence under the caption “The Offering—Absence of a Public Market”, the other Time of Sale Information or any Issuer Written Communication): (i) information contained in the first and second sentence of the third paragraph under the caption “Underwriting”, the concession and reallowance figures appearing in the section titled third paragraph under the caption “Underwriting (Conflicts of Interest)” concerning Underwriting”, the initial offer priceinformation contained in the seventh and eighth paragraph under the caption “Underwriting”, (ii) the second sentence information contained in the first, third and fifth sentences of the fifth ninth paragraph under the caption “Underwriting” and the information contained in the section titled “Underwriting (Conflicts of Interest)” concerning market making transactions fourth and (iii) the first sentence fifth sentences of the eighth tenth paragraph in under the section titled caption “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter InformationUnderwriting”).

Indemnification of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and directors, their respective officers who signed the Registration Statement 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 (including, without limitation, reasonable outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) 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 Underwriter furnished to the Company Information (as defined below in writing by or on behalf of such Underwriter through the Representatives expressly for use this Section 7(b)) in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale InformationPricing Disclosure Package, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters to the Company through the Representatives expressly for use in any such document Underwriter consists of the following paragraphs (collectively, the “Underwriter Information”): (1) the names of the Underwriters on the cover page of the Preliminary Prospectus and the Prospectus; (2) the names of the Underwriters in the first paragraph (including the table) under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus Prospectus; and (with no such information having been furnished for use in any of the other Time of Sale Information or any Issuer Written Communication): (i3) the first seventh and second sentence of eighth paragraphs under the third paragraph caption “Underwriting” in the section titled Preliminary Prospectus and sixth and seventh paragraphs under the caption “Underwriting (Conflicts of Interest)Underwriting” concerning the initial offer price, (ii) the second sentence of the fifth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter Information”)Prospectus.

Indemnification of the Company and the Guarantors. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of Company and the Guarantors, each of and their respective directors directors, their respective officers, and officers to the extent applicable, their respective general partners, managers or members and other persons who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors Guarantor 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 the Underwriter furnished to the Company in writing by or on behalf of such the Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus, Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale InformationGeneral Disclosure Package, it being understood and agreed upon that the only such information furnished by or the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriters to Underwriter: the Company through Underwriter’s name, the Representatives expressly for use in any such document consists of the following paragraphs information contained in the Preliminary Prospectus and third sentence under the Prospectus (with no such caption “The Offering—Absence of a Public Market”, the information having been furnished for use contained in any of the other Time of Sale Information or any Issuer Written Communication): (i) the first and second sentence of the third paragraph under the caption “Underwriting”, the concession and reallowance figures appearing in the section titled third paragraph under the caption “Underwriting (Conflicts of Interest)Underwriting”, the information contained in the seventh and eighth paragraph under the caption “Underwriting” concerning and the initial offer priceinformation contained in the first, (ii) the second sentence third, fourth and seventh sentences of the fifth ninth paragraph in under the section titled caption “Underwriting (Conflicts of Interest)” concerning market making transactions and (iii) the first sentence of the eighth paragraph in the section titled “Underwriting (Conflicts of Interest)” concerning stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids (the “Underwriter InformationUnderwriting”).