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

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor of the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors, agents, employees and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys” fees as provided in this Section 8) and reasonable expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act indirectly caused by, related to, based upon, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with, in the case of the Registration Statement or in any amendments thereto, any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under or Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein to make the Securities Actstatements not misleading, or in the case of any preliminary, final Prospectus or summary prospectus (including, without limitation, any “issuer free writing form of prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or in any amendment or supplement thereto, or arise out in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is solely based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor and the Guarantors shall not be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 7) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; providedcaused by, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises arise out of or are based upon, information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors by such Holder or Participating Broker-Dealer or their counsel expressly for use therein. The foregoing indemnity with respect to any Prospectus shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the Person asserting such Losses purchased Registrable Notes if (x) it is based upon an established in the related proceeding that such Holder or Participating Broker-Dealer failed to send or give a copy of the Prospectus (as amended or supplemented if such amendment or supplement was furnished to such Holder or Participating Broker-Dealer prior to the written confirmation of such sale) to such Person with or prior to the written confirmation of such sale, if required by applicable law, and (y) the untrue statement or omission or alleged untrue statement or omission was completely corrected in the Prospectus (as amended or supplemented if amended or supplemented as aforesaid) and such Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission made that was the subject matter of the related proceeding. This indemnity agreement will be in addition to any registration statement contemplated hereunderliability that the Company may otherwise have, or preliminary, final or summary prospectus (including, without limitationbut not limited to, any “issuer free writing prospectus” as defined liability under this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in Rule 433)the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or amendment or supplement thereto, in reliance upon and in conformity with written information furnished Section 20(a) of the Exchange Act) to the Company by such person expressly for use thereinsame extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each broker dealer selling Exchange Securities during the Resale Period, and each of the holders Electing Holders of Registrable Securities included in an Exchange a Shelf Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person any holder, placement or sales agent or underwriter expressly for use thereintherein and (ii) such indemnity with respect to any preliminary prospectus shall not inure to the benefit of any holder, placement agent or underwriter (or any person controlling such person) to the extent that any loss, claim, damage or liability of such person results from the fact that such person sold Securities to a person as to whom it shall be established that there was not sent or given, a copy of the final prospectus (or the final prospectus as amended or supplemented) at or prior to the confirmation of the sale of such Securities to such person if (x) the Company has previously furnished copies thereof in sufficient quantity to such indemnified person and the loss, claim, damage or liability of such indemnified person results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was identified at such time to such indemnified person and corrected in the final prospectus (or the final prospectus as amended or supplemented) and (y) such loss, liability, claim, damage or expense would have been eliminated by the delivery of such corrected final prospectus or the final prospectus as then amended or supplemented.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Transfer Restricted Securities, Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is solely based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless the Backstop Purchasers, each Holder of Registrable Notes or Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Person (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Person, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable and documented costs of preparation and reasonable attorneys’ fees as provided in this Section 7) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Statement, Prospectus or Issuer Free Writing Prospectus (as amended or supplemented), or in any preliminary prospectus or any other document prepared by the Company and used to sell the Registrable Securities were registered under the Securities ActNotes, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurredbased upon information relating to such Person or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed and approved in writing) by such Person or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 7 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceedings, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in reliance upon and in conformity the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with written information furnished or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company by with Section 5 of this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such person expressly for use thereinPersons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is solely based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, costs of preparation and attorneys’ fees as provided in this Section 8) and reasonable expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurredbased upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 8 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceedings, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in reliance upon and in conformity the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with written information furnished or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company by with Section 6 of this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such person expressly for use thereinPersons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 7) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is solely based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities, Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration StatementPurchaser and its officers, directors, members, employees, investment advisers and agents, successors and assigns, and each person other person, if any, who participates as a placement or sales agent or as an underwriter in any offering or sale controls such Purchaser within the meaning of such Registrable the Securities Act (the “Purchaser Indemnified Parties”), against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of a any material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitationStatement, any “issuer free writing prospectus” as defined in Rule 433) contained therein preliminary Prospectus or furnished by the Company to any such holder, agent or underwriterfinal Prospectus, or any amendment or supplement theretothereof; (ii) any violation by the Company or a Guarantor or their agents of any rule or regulation promulgated under the Securities Act applicable to the Company or a Guarantor or their agents and relating to action or inaction required of the Company or a Guarantor in connection with the performance of their obligations under this Agreement; or (iii) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company, a Guarantor or arise out of their agents have affirmatively undertaken or are based upon agreed in writing that the omission Company or alleged omission to state therein a material fact required to be stated therein Guarantor, as applicable, will undertake such registration or necessary to make the statements therein not misleadingqualification on a Purchaser’s behalf, and will reimburse such holderPurchaser, and each such agent and such underwriter Purchaser Indemnified Party for any documented, out-of-pocket legal or other expenses reasonably incurred by them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission so made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished by such Purchaser or any such controlling person in writing specifically for use in such Registration Statement or Prospectus, (ii) the use by any Purchaser of an outdated or defective Prospectus after the Company or Iterum has notified such Purchaser in writing that such Prospectus is outdated or defective, (iii) a Purchaser’s failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required (and not exempted) to the Company by Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities, (iv) a Purchaser’s fraud or (v) the disposition of any Registrable Securities pursuant to any Registration Statement or Prospectus covering such person expressly for use thereinRegistrable Securities during an Allowed Delay.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor of the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use thereintherein and provided, further, that the Company and the Guarantors shall not be liable to any holder, Electing Holder, agent or underwriter under this subsection (a) with respect to any Preliminary Offering Circular (as defined in the Purchase Agreement) to the extent that such loss, claim, damage or liability of such holder, Electing Holder, agent or underwriter results from the fact that such holder, Electing Holder, agent or underwriter sold Securities to a person to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as defined in the Purchase Agreement) as then amended or supplemented if the Company has previously furnished copies thereof in sufficient quantity to such Purchaser and sufficiently in advance of the Closing Date to allow for distribution by the Closing Date and the loss, claim, damage or liability of such holder, Electing Holder, agent or underwriter results from an untrue statement or omission of a material fact contained in or omitted from the Preliminary Offering Circular which was corrected in the Offering Circular or in the Offering Circular as then amended or supplemented and such correction would have cured the defect giving rise to such loss, claim, damage or liability.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, Electing Holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, including without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor of the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, including without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will shall, without limitation as to time, indemnify and hold harmless each Holder and each Participating Broker-Dealer, each Person who controls (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration Statement, and each person who participates Act (any of such persons being hereinafter referred to as a placement or sales agent or as an underwriter in “controlling person”)) each such Holder and any offering or sale such Participating Broker-Dealer and the members, managers, officers, directors, partners, employees, representatives and agents of each such Registrable Securities Holder, Participating Broker-Dealer and controlling person (collectively, the “Holder Indemnified Parties”), to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, costs of preparation and reasonable attorneys’ fees) and expenses (includ­ing, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent or underwriter may become subject under the Securities Act or otherwiseas incurred, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, preliminary prospectus, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable under the indemnity provided in this Section 7(a) to any such person in Holder Indemnified Party for any such case to the extent Losses that any such loss, claim, damage or liability arises out of or is based upon (A) result solely from an untrue statement of a material fact contained in, or alleged the omission of a material fact from, any preliminary prospectus, which untrue statement or omission was completely corrected in the Prospectus (as then amended or alleged omission made supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Holder Indemnified Party sold the Registrable Securities or Exchange Securities to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Prospectus (as then amended or supplemented), if required by law to have so delivered it, and (2) the Company had previously furnished copies of the corrected Prospectus to such Holder Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Prospectus, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based upon information relating to such Holder or Participating Broker-Dealer and fur­nished in any registration statement contemplated hereunderwriting to the Company and the Guarantors by such Holder or Participating Broker-Dealer expressly for use in such Registration Statement, preliminary prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433)Prospectus, or amendment or supplement thereto. The Company and each of the Guarantors shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in reliance upon the distribution, their members, managers, officers, directors, agents and in conformity with written information furnished employees and each of their respective controlling persons to the Company by such person expressly for use thereinsame extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, will shall indemnify and hold harmless each Underwriter, the directors, officers and agents of the holders of Registrable Securities included in an Exchange Registration Statement, each Underwriter and each person who participates as a placement controls any Underwriter within the meaning of either the Act or sales agent or as an underwriter in any offering or sale of such Registrable Securities the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, and any action in respect thereof, to which such holder, agent they or underwriter any of them may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in any Exchange the Registration Statement under which such Registrable Securities were registered under or the Securities ActProspectus, any Issuer Free Writing Prospectus or any Time of Sale Information, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriterarises out of, or any amendment or supplement theretois based upon, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein therein, and in the case of the Prospectus, any Issuer Free Writing Prospectus and the Time of Sale Information, in light of the circumstances under which they were made, not misleading, and will shall reimburse each such holderindemnified party, such agent and such underwriter as incurred, for any legal or other expenses reasonably incurred by them such indemnified party in connection with investigating or defending against any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that neither the Company nor any Guarantor shall not be liable to any such person in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon an upon, any such untrue statement or alleged untrue statement or omission or alleged omission (a) made in any registration statement contemplated hereunder, the Registration Statement or preliminary, final or summary prospectus (including, without limitationthe Prospectus, any “issuer free writing prospectus” as defined in Rule 433), Issuer Free Writing Prospectus or amendment or supplement thereto, any Time of Sale Information in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein (it being understood and agreed that the only such information consists of the following: (i) the marketing names of the Underwriters contained in the Prospectus and Time of Sale Information and (ii) the information set forth in the third paragraph, the third sentence of the eighth paragraph, the ninth paragraph and the tenth paragraph of the Preliminary Prospectus and the Prospectus under the heading “Underwriting (Conflicts of Interest)”) or (b) contained in that part of the Registration Statement constituting the Statement of Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the Trustee; provided, further, that the Company will not be liable for the amount of any settlement of any claim made without its consent, such consent not to be unreasonably withheld. The foregoing indemnity agreement is in addition to and not in limitation or duplication of any liability or right which the Company may otherwise have to an Underwriter or any person expressly for use thereinwho controls an Underwriter.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Transfer Restricted Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Transfer Restricted Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Transfer Restricted Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Transfer Restricted Securities included in an Exchange Registration Statement, each of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Transfer Restricted Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Transfer Restricted Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company or any Guarantor to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such the Electing Holders of Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriterElecting Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, such agent and such underwriter Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor of the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an (1) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders broker-dealers whose Registrable Securities are included in an Exchange Registration Statement and each of the Electing Holders of Registrable Securities included in an Exchange a Shelf Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent broker-dealer or underwriter Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent broker-dealer or underwriterElecting Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter broker-dealer or Electing Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use thereintherein and (ii) with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in a Shelf Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this Section 5(a) will not inure to the benefit of any broker-dealer or Electing Holder from whom the person asserting any such loss, claim, damage or liability purchased the Registrable Securities purchased concerned, to the extent that at the time of such purchase such broker-dealer or Electing Holder had received timely written advice from the Company prior to such purchase that the use of such prospectus, amendment, supplement or preliminary prospectus was suspended as provided in Section 3(e).

Indemnification by the Company and the Guarantors. The Company and the Guarantors, if any, jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and reasonable expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses resulted solely from an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors, if any, by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein. The Company and the Guarantors, if any, also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Entitled Securities, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is solely based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable and documented costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurredprimarily based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 8 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were primarily caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceedings, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in reliance upon and in conformity the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with written information furnished or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company by with Section 6 of this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such person expressly for use thereinPersons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder"Losses"), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurredprimarily based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 8 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were primarily caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceedings, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in reliance upon and in conformity the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with written information furnished or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company by with Section 6 of this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such person expressly for use thereinPersons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities, Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent or underwriter may become subject under the Securities Act or otherwiseas incurred, insofar in so far as such losses, claims, damages or liabilities (or actions in respect thereof) Losses arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurredprimarily based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 8 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were primarily caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceedings, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in reliance upon and in conformity the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with written information furnished or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company by with Section 6 of this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such person expressly for use thereinPersons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor of the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees as provided in this Section 7) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder"Losses"), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse but only to the extent, that such holderLosses are finally judicially determined by a court of competent jurisdiction in a final, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim unappealable order, except insofar as such expenses Losses are incurredsolely based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 7 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were solely caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in reliance upon and in conformity the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with written information furnished or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company by with Section 5 of this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such person expressly for use therein.Persons (within the meaning of

Indemnification by the Company and the Guarantors. The Company and the Guarantorseach Guarantor agree, jointly and severally, will to indemnify and hold harmless each Initial Purchaser, its affiliates, and its and their officers, directors, employees, agents, partners and members and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the holders 1933 Act or Section 20 of Registrable Securities included in an Exchange Registration Statement, and each person who participates the 1934 Act as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities follows: (i) against any lossesand all loss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever, to which such holderas incurred, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitationPreliminary Offering Memorandum, any “issuer free writing prospectus” as defined in Rule 433) contained therein Issuer Free Writing Document, the General Disclosure Package or furnished by the Company to any such holder, agent or underwriter, Offering Memorandum (or any amendment or supplement theretoto any of the foregoing), or arise out in any materials, presentations or information provided to investors by, or with the approval of, the Company or any Guarantor in connection with the marketing of the offering of the Securities, including any road show or are based upon investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse such holderexpense whatsoever, such agent and such underwriter for any legal as incurred, to the extent of the aggregate amount paid in settlement of, or pursuant to a judgment or other expenses disposition in, any litigation, or any investigation or proceeding by any governmental or self-regulatory agency or body, commenced or threatened, or of any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company and the Guarantors; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred by them in connection with investigating investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental or self-regulatory agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such action untrue statement or claim as such expenses are incurred; providedomission, however, that neither the Company nor any Guarantor shall be liable to or any such person in any such case alleged untrue statement or omission, to the extent that any such loss, claim, damage expense is not paid under (i) or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.ii) above,

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities, Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein in any Exchange Registration Statement or any Shelf Registration Statement or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and in each case, will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with, in the case of the Registration Statement or in any amendments thereto, any untrue statement or alleged untrue statement of a material fact contained in therein or any Exchange Registration Statement under which such Registrable Securities were registered under omission or alleged omission to state therein a material fact required to be stated therein to make the Securities Actstatements not misleading, or in the case of any preliminary, final Prospectus or summary prospectus (including, without limitation, any “issuer free writing form of prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or in any amendment or supplement thereto, or arise out in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is solely based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period and, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct), to the fullest extent lawful, from and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys fees as provided in this Section 7) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with, in the case of the Registration Statement or in any amendments thereto, any untrue statement or alleged untrue statement of a material fact contained in therein or any Exchange Registration Statement under which such Registrable Securities were registered under omission or alleged omission to state therein a material fact required to be stated therein to make the Securities Actstatements not misleading, or in the case of any preliminary, final Prospectus or summary prospectus (including, without limitation, any “issuer free writing form of prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or in any amendment or supplement thereto, or arise out in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is solely based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein; provided, further, however, that neither the Company nor the Guarantors will be liable to any such person with respect to any preliminary prospectus to the extent that it shall be proven in a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any such loss, liability, claim, damage or expense arose out of or was based upon the fact that such person sold securities to a person to whom such selling person failed to send or give, at or prior to the time of sale, a copy of the final prospectus as then amended or supplemented if (i) the Company has previously furnished copies thereof (sufficiently in advance of the time of sale to allow for distribution by the time of sale) to such selling person and the loss, liability, claim, damage or expense of such selling person arose out of or was based upon an untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from the preliminary prospectus which was corrected in the final prospectus prior to the time of sale and (ii) the delivery of such final prospectus by the time of sale by such selling person would have cured such loss, liability, claim, damage or expense asserted by such party or parties.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify agree and covenant to hold harmless each and indemnify the Initial Purchaser and any Affiliates thereof (including any director, officer, employee, agent or controlling Person of any of the holders of Registrable Securities included in an Exchange Registration Statement, foregoing) from and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilitiesdamages, joint or several, liabilities and expenses (including expenses of investigation) to which such holder, agent or underwriter the Initial Purchaser and its Affiliates may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Memorandum and any Exchange Registration Statement under which such Registrable Securities were registered under amendments or supplements thereto, the Securities Act, Basic Documents or any preliminary, final application or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by other documents filed with the Company to any such holder, agent or underwriter, Commission or any amendment State Commission (collectively, the "Offering Materials") or supplement thereto, or arise arising out of or are based upon the omission or alleged omission to state therein in any of the Offering Materials a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor and the Guarantors shall not be liable to any such person in any such case under this paragraph (a) to the extent that such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission made in any of the documents referred to in this paragraph (a) in reliance upon and in conformity with the information relating to the Initial Purchaser furnished in writing by the Initial Purchaser for inclusion therein; provided, further, that the Company and the Guarantors shall not be liable under this paragraph (a) to the extent that such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission made in any Memorandum that is corrected in the Final Memorandum (or any amendment or supplement thereto) if the person asserting such loss, claim, damage or liability arises out of purchased Notes from the Initial Purchaser in reliance on such Memorandum but was not given the Final Memorandum (or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished ) on or prior to the confirmation of the sale of such Notes. The Company and the Guarantors, on a joint and several basis, further agree to reimburse the Initial Purchaser for any reasonable legal and other expenses as they are incurred by it in connection with investigating, preparing to defend or defending any lawsuits, claims or other proceedings or investigations arising in any manner out of or in connection with such person expressly Person being the Initial Purchaser; provided that if the Company and the Guarantors reimburse the Initial Purchaser hereunder for use thereinany expenses incurred in connection with a lawsuit, claim or other proceeding for which indemnification is sought, the Initial Purchaser hereby agrees to refund such reimbursement of expenses to the extent that the losses, claims, damages or liabilities are not entitled to indemnification hereunder. The Company and the Guarantors further agree that the indemnification, contribution and reimbursement commitments set forth in this Article VII shall apply whether or not the Initial Purchaser is a formal party to any such lawsuits, claims or other proceedings. The indemnity, contribution and expense reimbursement obligations of the Company and the Guarantors under this Article VII shall be in addition to any liability the Company and the Guarantors may otherwise have.

Indemnification by the Company and the Guarantors. The Each of the Company and the Guarantors, jointly and severally, will agrees to indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration StatementInitial Purchaser, its affiliates, directors, officers and employees, and each person person, if any, who participates as a placement controls (within the meaning of Section 15 of the Securities Act or sales agent or as an underwriter in Section 20 of the Exchange Act) any offering or sale of such Registrable Securities Initial Purchaser against any and all losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which such holderInitial Purchaser, agent affiliate, director, officer, employee or underwriter controlling person may become subject subject, under the Securities Act, the Exchange Act or otherwiseother 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 losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereofthereof as contemplated below) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained or incorporated in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActPreliminary Offering Memorandum, or any preliminary, final or summary prospectus (including, without limitationthe Pricing Supplement, any “issuer free writing prospectus” as defined in Rule 433) contained therein Company Additional Written Communication, any Permitted General Solicitation or furnished by the Company to any such holder, agent or underwriter, Final Offering Memorandum (or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, ; and will reimburse each Initial Purchaser and each such holderaffiliate, such agent and such underwriter director, officer, employee or controlling person for any legal or other and all expenses reasonably incurred (including the fees and disbursements of counsel chosen by them in connection with investigating or defending any such action or claim SunTrust) as such expenses are incurredreasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information relating to such Initial Purchaser and furnished to the Company by such person Initial Purchaser through the Representative expressly for use thereinin the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 7(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify agree and covenant to hold harmless each and indemnify the Initial Purchaser and any Affiliates thereof (including any director, officer, employee, agent or controlling Person of any of the holders of Registrable Securities included in an Exchange Registration Statement, foregoing) from and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilitiesdamages, joint or several, liabilities and expenses (including expenses of investigation) to which such holder, agent or underwriter Initial Purchaser and its Affiliates may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Memorandum and any Exchange Registration Statement under which such Registrable Securities were registered under amendments or supplements thereto, the Securities Act, Basic Documents or any preliminary, final application or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein other document filed by or furnished by on behalf of the Company to any such holder, agent or underwriter, or any amendment Guarantor with the Commission or supplement theretoany State Commission (collectively, the "Offering Materials") or arise arising out of or are based upon the omission or alleged omission to state therein in any of the Offering Materials a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor and the Guarantors shall not be liable to any such person in any such case under this paragraph (a) to the extent that such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission made in any of the documents referred to in this paragraph (a) in reliance upon and in conformity with the information relating to the Initial Purchaser furnished in writing by such Initial Purchaser for inclusion therein; provided, further, that the Company and the Guarantors shall not be liable under this paragraph (a) to the extent that such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission made in any Memorandum that is corrected in the Final Memorandum (or any amendment or supplement thereto) if the person asserting such loss, claim, damage or liability arises out of purchased Notes from the Initial Purchaser in reliance on such Memorandum but was not given the Final Memorandum (or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished ) on or prior to the confirmation of the sale of such Notes. The Company and the Guarantors, on a joint and several basis, further agree to reimburse the Initial Purchaser for any reasonable legal and other expenses as they are incurred by it in connection with investigating, preparing to defend or defending any lawsuits, claims or other proceedings or investigations arising in any manner out of or in connection with such person expressly Person being the Initial Purchaser; provided that if the Company or the Guarantors reimburses the Initial Purchaser hereunder for use thereinany expenses incurred in connection with a lawsuit, claim or other proceeding for which indemnification is sought, the Initial Purchaser hereby agrees to refund such reimbursement of expenses to the extent that the losses, claims, damages or liabilities are not entitled to indemnification hereunder. The Company and the Guarantors further agree that the indemnification, contribution and reimbursement commitments set forth in this Article VII shall apply whether or not the Initial Purchaser is a formal party to any such lawsuits, claims or other proceedings. The indemnity, contribution and expense reimbursement obligations of the Company and the Guarantors under this Article VII shall be in addition to any liability the Company and the Guarantors may otherwise have.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each broker dealer selling Exchange Securities during the Resale Period, and each of the holders Electing Holders of Registrable Securities included in an Exchange a Shelf Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter holder for any out-of-pocket legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person any holder, placement or sales agent or underwriter expressly for use thereintherein and (ii) such indemnity with respect to any preliminary prospectus shall not inure to the benefit of any holder, placement agent or underwriter (or any person controlling such person) to the extent that any loss, claim, damage or liability of such person results from the fact that such person sold Securities to a person as to whom it shall be established that there was not sent or given, a copy of the final prospectus (or the final prospectus as amended or supplemented) at or prior to the confirmation of the sale of such Securities to such person if (x) the Company has previously furnished copies thereof in sufficient quantity to such indemnified person and the loss, claim, damage or liability of such indemnified person results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in the final prospectus (or the final prospectus as amended or supplemented) and (y) such loss, liability, claim, damage or expense would have been eliminated by the delivery of such corrected final prospectus or the final prospectus as then amended or supplemented.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the foregoing indemnity agreement with respect to losses, claims, damages or liabilities shall not inure to the benefit of any holder, Electing Holder, placement or sales agent or underwriter to the extent that any such loss, claim, damage or liability results from (i) an untrue statement or alleged untrue statement of material fact in a preliminary prospectus or (ii) the omission or alleged omission to state in the preliminary prospectus a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, if: (1) the Company furnished sufficient copies of the related final prospectus, as then amended or supplemented, within a reasonable amount of time prior to the applicable sale or the written confirmation of such sale in order to permit delivery of the final prospectus, as then amended or supplemented, to all persons purchasing Registrable Securities (each such person, a “Purchaser”) at or prior to the sale or written confirmation of the sale of such Registrable Securities to such Purchaser; (2) the holder, Electing Holder, placement or sales agent or underwriter asserting such losses, claims, damages, liabilities or judgments failed to deliver or cause to be delivered a copy of such final prospectus, as then amended or supplemented, to the Purchaser, and (3) the final prospectus, as then amended or supplemented, would have cured the defect giving rise to such losses, claims, damages, liabilities or judgments; provided, further, that neither the Company nor any Guarantor of the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering of- fering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither none of the Company nor or any Guarantor of the Guarantors shall be liable to any such person 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 or omission or alleged omission (i) made in any preliminary prospectus to the extent that the Company shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that such holder (in its capacity as holder), or underwriter, as the case may be, sold Registrable Securities to a Person to whom such holder (in its capacity as holder) or underwriter, as the case may be, failed to send or give (if legally required to be sent or given), at or prior to the written confirmation of sale of such Registrable Securities a copy of the final prospectus (as amended or supplemented) if the Company has previously furnished copies thereof (sufficiently in advance of the closing of such sale to allow for distribution of the final prospectus in a timely manner) to such holder (in its capacity as holder) or underwriter, as the case may be, and the loss, liability, claim, damage or expense of such holder (in its capacity as holder) or underwriter, as the case may be, resulted solely from an untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in or omitted from such preliminary prospectus which was corrected in the final prospectus or (ii) made in such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement, the Market Maker as holder of Securities or Exchange Securities included in a Market-Making Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent such Electing Holder or underwriter the Market Maker may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement, any Shelf Registration Statement or any Market-Making Registration Statement, as the case may be, under which such Registrable Securities, Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent any such Electing Holder or underwriterthe Market Maker, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, each such agent Electing Holder and such underwriter the Market Maker for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Each of the Company and the Guarantors, jointly and severally, will agrees to indemnify and hold harmless each Holder of Transfer Restricted Notes, Exchange Notes or Private Exchange Notes and each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses are incurredLosses resulted primarily from information relating to such Holder and furnished in writing to the Company (or reviewed and approved in writing) by such Holder or its counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 8 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were solely caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Transfer Restricted Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in reliance upon and in conformity the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with written information furnished or prior to the confirmation of the sale of such Transfer Restricted Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company by such person expressly for use thereinwith Section 6 hereof.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 7) and reasonable expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, and with respect to the Prospectus only, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurredbased upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party under this Section 7 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceedings, (ii) any 15 such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company with Section 5 of this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals, in reliance upon each case, that are engaged by the Company and participating in conformity with written information furnished the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the Company by such person expressly for use thereinsame extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Each of the Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is solely based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement, each of the Market Makers as holders of Registrable Securities or Exchange Securities included in a Market Making Shelf Registration Statement and each person who participates of the Affiliate Investors as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities or Exchange Securities included in a Market Making Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent such Market Maker, such Electing Holder or underwriter Affiliate Investor may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Secondary Offer Registration Statement, as the case may be, under which such series of Registrable Securities or Exchange Securities, as applicable, were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent such Market Maker, such Electing Holder or underwriter, Affiliate Investor or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse any such holder, such agent Market Maker, such Electing Holder and such underwriter Affiliate Investor for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein, which information, with respect to information provided by any Market Makers for inclusion in the prospectus forming a part of the Market Making Registration Statement the parties hereto agree will be limited to the statements concerning the market-making activities of the Market Makers to be set forth on the cover page and in the “Plan of Distribution” section of the prospectus forming a part of the Market Making Shelf Registration Statement and in the analogous section of the Canadian wrapper, if any, of such prospectus.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each broker dealer selling Exchange Securities during the Resale Period, and each of the holders Electing Holders of Registrable Securities included in an Exchange a Shelf Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; providedPROVIDED, howeverHOWEVER, that (i) neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person any holder, placement or sales agent or underwriter expressly for use thereintherein and (ii) such indemnity with respect to any preliminary prospectus shall not inure to the benefit of any holder, placement agent or underwriter (or any person controlling such person) to the extent that any loss, claim, damage or liability of such person results from the fact that such person sold Securities to a person as to whom it shall be established that there was not sent or given, a copy of the final prospectus (or the final prospectus as amended or supplemented) at or prior to the confirmation of the sale of such Securities to such person if (x) the Company has previously furnished copies thereof in sufficient quantity to such indemnified person and the loss, claim, damage or liability of such indemnified person results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was identified at such time to such indemnified person and corrected in the final prospectus (or the final prospectus as amended or supplemented) and (y) such loss, liability, claim, damage or expense would have been eliminated by the delivery of such corrected final prospectus or the final prospectus as then amended or supplemented.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse but only to the extent, that such holderLosses are finally judicially determined by a court of competent jurisdiction in a final, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim unappealable order, except insofar as such expenses Losses are incurredsolely based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 8 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were solely caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes that are the subject thereof from such Indemnified Party and (iii) it is established in reliance upon and in conformity the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with written information furnished or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company by with Section 6 of this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) such person expressly for use thereinPersons to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Transfer Restricted Securities, Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is solely based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors and agents and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors agree and covenant to jointly and severally, will indemnify and severally hold harmless each and indemnify the Initial Purchasers, the Financial Advisor and any director, officer, employee, agent or controlling Person of any of the holders of Registrable Securities included in an Exchange Registration Statement, foregoing from and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilitiesdamages, joint or several, liabilities and expenses (including expenses of investigation) to which the Initial Purchasers, the Financial Advisor and such holder, agent Affiliates of the Initial Purchasers or underwriter the Financial Advisor may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Memoranda and any Exchange Registration Statement under which such Registrable Securities were registered under amendments or supplements thereto, any documents filed with the Securities Act, Commission or any preliminaryState Commission (collectively, final the "Offering Materials") or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise arising out of or are based upon the omission or alleged omission to state therein in any of the Offering Materials a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor and the Guarantors shall not be liable to any such person in any such case under this paragraph (a) to the extent that such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission or alleged untrue statement or omission made in any of the documents referred to in this paragraph (a) in reliance upon and in conformity with the information relating to the Initial Purchasers or the Financial Advisor furnished in writing by the Initial Purchasers or the Financial Advisor for inclusion therein (or to the extent such losses, claims, damages or liabilities arose out of or are based upon a breach by an Initial Purchaser or the Financial Advisor for any representation or warranty contained in Section 3.2 of this Agreement); provided, further, that the Company and the Guarantors shall not be liable under this paragraph (a) to the extent that such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission or alleged untrue statement or omission made in any Memoranda that is corrected in the Final Memorandum (or any amendment or supplement thereto) if the person asserting such loss, claim, damage or liability arises purchased Securities from the Initial Purchasers in reliance on such Memoranda but was not given the Final Memorandum (or any amendment or supplement thereto) on or prior to the confirmation of the sale of such Securities. The Company and the Guarantors further agree jointly and severally to reimburse the Initial Purchasers and the Financial Advisor for any reasonable legal and other expenses as they are incurred by it in connection with investigating, preparing to defend or defending any lawsuits, claims or other proceedings or investigations for which indemnification may be sought under this paragraph (a); provided that if the Company and the Guarantors reimburse an Initial Purchaser or the Financial Advisor hereunder for any expenses incurred in connection with a lawsuit, claim or other proceeding for which indemnification is sought, such Initial Purchaser or the Financial Advisor, as the case may be, hereby agrees to refund such reimbursement of expenses to the extent that the losses, claims, damages or liabilities arise out of or is are based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus of the documents referred to in this paragraph (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, a) in reliance upon and in conformity with written the information relating to such Initial Purchaser or the Financial Advisor furnished in writing by such Initial Purchaser or the Financial Advisor for inclusion therein (or for a breach by such Initial Purchaser of any representation or warranty contained in this Agreement). The Company and the Guarantors further agree that the indemnification, contribution and reimbursement commitments set forth in this Article VII shall apply whether or not an Initial Purchaser or the Financial Advisor is a formal party to any such lawsuits, claims or other proceedings. The indemnity, contribution and expense reimbursement obligations of the Company by such person expressly for use thereinand the Guarantors under this Article VII shall be in addition to any liability the Company may otherwise have.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify agree and covenant to hold harmless and indemnify each of the holders of Registrable Securities included in an Exchange Registration StatementInitial Purchasers and any Affiliates thereof (including any director, and each person who participates as a placement or sales officer, employee, agent or as an underwriter in controlling Person of any offering or sale of such Registrable Securities the foregoing) from and against any losses, claims, damages or liabilitiesdamages, joint or several, liabilities and expenses (including expenses of investigation) to which such holder, agent or underwriter Initial Purchaser and its Affiliates may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in the Memorandum and any Exchange Registration Statement under which such Registrable Securities were registered under amendments or supplements thereto, the Securities ActBasic Documents, any documents filed with the Commission or any preliminaryState Commission (collectively, final the "Offering Materials") or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise arising out of or are based upon the omission or alleged omission to state therein in any of the Offering Materials a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor and the Guarantors shall not be liable to any such person in any such case under this paragraph (a) to the extent that such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission made in any of the documents referred to in this paragraph (a) in reliance upon and in conformity with the information relating to the Initial Purchasers furnished in writing by such Initial Purchasers for inclusion therein; provided, further, that the Company and the Guarantors shall not be liable under this paragraph (a) to the extent that such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission made in any Memorandum that is corrected in the Final Memorandum (or any amendment or supplement thereto) if the person asserting such loss, claim, damage or liability arises purchased Notes from an Initial Purchaser in reliance on such Memorandum but was not given the Final Memorandum (or any amendment or supplement thereto) on or prior to the confirmation of the sale of such Notes. The Company and the Guarantors further agree to reimburse each Initial Purchaser for any reasonable legal and other expenses as they are incurred by it in connection with investigating, preparing to defend or defending any lawsuits, claims or other proceedings or investigations arising in any manner out of or in connection with such Person being an Initial Purchaser; provided that if the Company or the Guarantors reimburse an Initial Purchaser hereunder for any expenses incurred in connection with a lawsuit, claim or other proceeding for which indemnification is sought, such Initial Purchaser hereby agrees to refund such reimbursement of expenses to the extent that the losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus of the documents referred to in this paragraph (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, a) in reliance upon and in conformity with written the information furnished relating to the Company Initial Purchasers furnished in writing by such person expressly Initial Purchasers for use inclusion therein. The Company and the Guarantors further agree that the indemnification, contribution and reimbursement commitments set forth in this Article VII 28 shall apply whether or not an Initial Purchaser is a formal party to any such lawsuits, claims or other proceedings. The indemnity, contribution and expense reimbursement obligations of the Company and the Guarantors under this Article VII shall be in addition to any liability the Company may otherwise have.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, (i) that neither none of the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein, (ii) the foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Person from whom the person asserting Losses purchases Registrable Notes if (x) it is established in the related proceeding that such Person failed to send or give a copy of the Prospectus (as amended or supplemented, if such amendment or supplement was furnished to such Person prior to the written confirmation of such sale) to such Person with or prior to the written confirmation of such sale, if required by applicable law, and (y) the untrue statement or omission or alleged untrue statement or omission was corrected in the Prospectus (as amended or supplemented, if amended or supplemented as aforesaid) and such Prospectus does not contain any other untrue statement or omission that was the subject matter or the related proceeding, and (iii) none of the Company nor the Guarantors shall be liable under this Section 6(a) for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each broker dealer selling Exchange Securities during the Resale Period, and each of the holders Electing Holders of Registrable Securities included in an Exchange a Shelf Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person any holder, placement or sales agent or underwriter expressly for use thereintherein and (ii) such indemnity with respect to any preliminary prospectus shall not inure to the benefit of any holder, placement agent or underwriter (or any person controlling such person) to the extent that any loss, claim, damage or liability of such person results from the fact that such person sold Securities to a person as to whom it shall be established that there was not sent or given, a copy of the final prospectus (or the final prospectus as amended or supplemented) at or prior to the confirmation of the sale of such Securities to such person if (x) the Com- pany has previously furnished copies thereof in sufficient quantity to such indemnified person and the loss, claim, damage or liability of such indemnified person results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was identified at such time to such indemnified person and corrected in the final prospectus (or the final prospectus as amended or supplemented) and (y) such loss, liability, claim, damage or expense would have been eliminated by the delivery of such corrected final prospectus or the final prospectus as then amended or supplemented.

Indemnification by the Company and the Guarantors. The Company and the GuarantorsGuarantors (if any), jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors (if any) shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and Goldxxx, Xxchx & Xo. as holder of Securities or Exchange Securities included in a Market Making Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities, Securities or Exchange Securities against any losses, claims, damages or liabilities, joint or several, to which Goldxxx, Xxchs & Co., or such holder, Electing Holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Secondary Offer Registration Statement, as the case may be, under which such Registrable Securities, Securities or Exchange Securities, were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to Goldxxx, Xxchx & Xo., any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Goldxxx, Xxchs & Co., such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Eligible Securities included in an Exchange Offer Registration StatementStatement and, and each person who participates of the Electing Holders as holders of Eligible Securities included in a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holderholder or, agent or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or, any Shelf Registration Statement, as the case may be, under which such Registrable Eligible Securities, Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holderholder or, agent or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and will reimburse each such holderholder and, each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use thereintherein or (ii) the use of any such registration statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto after notice has been given to holders of Eligible Securities pursuant to Section 3(c)(iii)(E) or Section 3(d)(viii)(E) prior to such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(c)(iv) or Section 3(e).

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Xxxxxxx Xxxxx and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities its affiliates against any losses, claims, damages or liabilities, joint or several, to which such holder, agent Xxxxxxx Xxxxx or underwriter its affiliates may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Market-Making Registration Statement Statement, as the case may be, under which such Registrable Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) Market-Making Prospectus contained therein or furnished by the Company to any such holder, agent Xxxxxxx Xxxxx or underwriterits affiliates, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter Xxxxxxx Xxxxx or its affiliates for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor of the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any registration statement contemplated hereundersuch Market-Making Registration Statement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433)Market-Making Prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, Guarantors will indemnify and hold harmless each of the holders of Registrable Transfer Restricted Securities included in an Exchange Registration Statement, each of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Transfer Restricted Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Transfer Restricted Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company or the Guarantors to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon an untrue statement of material fact or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will the Company shall, and it hereby agrees to, reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company or the Guarantors by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, will shall indemnify and hold harmless each Underwriter, the directors, officers and agents of the holders of Registrable Securities included in an Exchange Registration Statement, each Underwriter and each person who participates as a placement controls any Underwriter within the meaning of either the Act or sales agent or as an underwriter in any offering or sale of such Registrable Securities the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, and any action in respect thereof, to which such holder, agent they or underwriter any of them may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in any Exchange the Registration Statement under which such Registrable Securities were registered under or the Securities ActProspectus, any Issuer Free Writing Prospectus or any Time of Sale Information, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriterarises out of, or any amendment or supplement theretois based upon, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein therein, and in the case of the Prospectus, any Issuer Free Writing Prospectus and the Time of Sale Information, in light of the circumstances under which they were made, not misleading, and will shall reimburse each such holderindemnified party, such agent and such underwriter as incurred, for any legal or other expenses reasonably incurred by them such indemnified party in connection with investigating or defending against any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that neither the Company nor any Guarantor shall not be liable to any such person in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon an upon, any such untrue statement or alleged untrue statement or omission or alleged omission (a) made in any registration statement contemplated hereunder, the Registration Statement or preliminary, final or summary prospectus (including, without limitationthe Prospectus, any “issuer free writing prospectus” as defined in Rule 433), Issuer Free Writing Prospectus or amendment or supplement thereto, any Time of Sale Information in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein (it being understood and agreed that the only such information consists of the following: (i) the marketing names of the Underwriters contained in the Prospectus and Time of Sale Information and (ii) the information set forth in the third paragraph, the third sentence of the eighth paragraph, the ninth paragraph and the tenth paragraph of the Preliminary Prospectus and the Prospectus under the heading “Underwriting”) or (b) contained in that part of the Registration Statement constituting the Statement of Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the Trustee; provided, further, that the Company will not be liable for the amount of any settlement of any claim made without its consent, such consent not to be unreasonably withheld. The foregoing indemnity agreement is in addition to and not in limitation or duplication of any liability or right which the Company may otherwise have to an Underwriter or any person expressly for use thereinwho controls an Underwriter.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders Guarantors jointly and severally agree and covenant to hold harmless and indemnify each of Registrable Securities included in an Exchange Registration Statementthe Initial Purchasers and any Affiliates thereof (including any director, and each person who participates as a placement or sales officer, employee, agent or as an underwriter in controlling Person of any offering or sale of such Registrable Securities the foregoing) from and against any losses, claims, damages or liabilitiesdamages, joint or several, liabilities and expenses (including expenses of investigation) to which such holder, agent or underwriter Initial Purchaser and its Affiliates may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under Memorandum and any amendments or supplements thereto, the Securities Act, Basic Documents or any preliminary, final application or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by other documents filed with the Company to any such holder, agent or underwriter, Commission or any amendment State Commission (collectively, the "Offering Materials") or supplement thereto, or arise arising out of or are based upon the omission or alleged omission to state therein in any of the Offering Materials a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor and the Guarantors shall not be liable to any such person in any such case under this paragraph (a) to the extent that such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission made in any of the documents referred to in this paragraph (a) in reliance upon and in conformity with the information relating to the Initial Purchasers furnished in writing by such Initial Purchasers for inclusion therein provided, further, that the Company and the Guarantors shall not be liable under this paragraph (a) to the extent such losses, claims, damages or liabilities arose out of or are based upon an untrue statement or omission made in any Memorandum that is corrected in any amendment or supplement thereto if the person asserting such loss, claim, damage or liability arises purchased Securities from an Initial Purchaser in reliance on such Memorandum but was not given the amendment or supplement thereto on or prior to the confirmation of the sale of such Securities and such amended or supplemented Memorandum was delivered by the Company to such Initial Purchaser prior to the confirmation of such sale. The Company and each of the Guarantors jointly and severally agree to reimburse each Initial Purchaser for any reasonable legal and other expenses as they are incurred by it in connection with investigating, preparing to defend or defending any lawsuits, claims or other proceedings or investigations arising in any manner out of or in connection with such Person being an Initial Purchaser; provided that if the Company or any Guarantor reimburses an Initial Purchaser hereunder for any expenses incurred in connection with a lawsuit, claim or other proceeding for which indemnification is based upon sought, such Initial Purchaser hereby agrees to refund such reimbursement of expenses to the extent that the losses, claims, damages or liabilities are not entitled to indemnification hereunder. The Company and each of the Guarantors jointly and severally further agree that the indemnification, contribution and reimbursement commitments set forth in this Article VII shall apply whether or not an untrue statement Initial Purchaser is a formal party to any such lawsuits, claims or alleged untrue statement other proceedings. The indemnity, contribution and expense reimbursement obligations of the Company and each of the Guarantors under this Article VII shall be in addition to any liability the Company or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon such Guarantor may otherwise have. The Company and in conformity with written each of the Guarantors hereby acknowledge that the only information that the Initial Purchasers have furnished to them is the Company by such person expressly for use thereininformation set forth in Section 8.4 of this Agreement.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, Guarantors will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all reasonable and documented, legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, and with respect to any prospectus, in the light of the circumstances under which they were made, not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.in

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Transfer Restricted Securities, Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is solely based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker- Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors, agents, employees and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and reasonable expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with, in the case of the Registration Statement or in any amendments thereto, any untrue statement or alleged untrue statement of a material fact contained in therein or any Exchange Registration Statement under which such Registrable Securities were registered under omission or alleged omission to state therein a material fact required to be stated therein to make the Securities Actstatements not misleading, or in the case of any preliminary, final Prospectus or summary prospectus (including, without limitation, any “issuer free writing form of prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or in any amendment or supplement thereto, or arise out in any preliminary prospectus, any untrue or alleged untrue statement of a material fact contained therein or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is solely based upon an untrue statement information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer or their counsel expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or any “issuer free writing prospectus”, as defined in Rule 433 (an “Issuer FWP”), relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) neither the Company nor any Guarantor of the Guarantors shall be liable to any such person 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 made in or omission or alleged omission made in any from such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, or in any Issuer FWP relating to a Shelf Registration, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use thereintherein and (ii) with respect to any untrue statement or alleged untrue statement made in or omission or alleged omission from any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Electing Holder, placement or sales agent or underwriter from whom the person asserting such losses, claims, damages or liabilities purchased the Registrable Securities, to the extent that a prospectus relating to such Securities was required to be delivered (including through satisfaction of the conditions in Rule 172) by such Electing Holder, placement or sales agent or underwriter under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Electing Holder, placement or sales agent or underwriter results from the fact that there was not conveyed to such person, at or prior to the time of sale of such Registrable Securities to such person, an amended or supplemented prospectus, or if the Shelf Registration Statement is on Form S-3, an Issuer FWP (to the extent concurrently filed on Form 8-K), in any such case correcting such untrue statement or omission or alleged untrue statement or omission, if the Company had previously provided notice to such Electing Holder, placement or sales agent or underwriter pursuant to Section 3(d)(viii)(G) and had furnished copies thereof to such holder.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will shall indemnify and hold harmless each Notice Holder, the Initial Purchasers, each person, if any, who controls any such Notice Holder or Initial Purchasers within the meaning of Section 15 of the holders Securities Act or Section 20 of Registrable Securities included in an the Exchange Registration StatementAct, and the respective officers, directors, partners and employees of each of the Initial Purchasers, the Notice Holders and any controlling person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities from and against any lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense whatsoever as incurred (including but not limited to reasonable attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commence or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such holder, agent they or underwriter any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as any such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions action in respect thereof) arise arises out of of, or are is based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in any Exchange the Shelf Registration Statement under which or any amendment thereto or any related preliminary prospectus or issuer free writing prospectus (as such Registrable Securities were registered under term is defined in Rule 433 of the Securities Act, ) or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, Prospectus or any amendment or thereto of supplement theretothereof, or arise arises out of of, or are is based upon upon, the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor and the Guarantors shall not be liable to any such person indemnified party in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of of, or is based upon an upon, any such untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such person expressly indemnified party specifically for use therein; and provided further, however, that the Company and the Guarantors shall not be liable to any such indemnified party in any such case to the extent that such loss, claim, damage, liability or expense arises from (i) an offer or sale by a Notice Holder of Registrable Securities during a Suspension Period, if such indemnified party is a Notice Holder that received from the Company a notice of the commencement of such Suspension Period prior to the making of such offer or sale and such offer or sale was made during such Suspension Period, (ii) an offer or sale by a Notice Holder by means of a free writing prospectus (as such term is defined in Rule 405 of the Securities Act) that was not authorized in writing by the Company; provided, however, that an indemnified party shall continue to be indemnified by the Company and the Guarantors to the extent that such free writing prospectus is, in whole or part, a copy of documents as to which indemnification is otherwise provided to such indemnified party by the Company and the Guarantors pursuant to this Section 5(a), or (iii) an untrue statement in, or omission of a material fact from, the related preliminary prospectus that was corrected in the final Prospectus and the Notice Holder did not send to such person (or give notice of the availability of) a copy of such Prospectus if the Company and the Guarantors furnished copies of such Prospectus to such Holder. The foregoing indemnity agreement is in addition to any liability that the Company and the Guarantors may otherwise have to any indemnified party.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Transfer Restricted Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Transfer Restricted Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Transfer Restricted Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such person expressly for use thereintherein and provided further that with respect to any such untrue statement or omission made in the preliminary prospectus, the foregoing indemnity shall not inure to the benefit of the holder from whom the person asserting such loss, claim, damage, liability or action purchased the Transfer Restricted Securities, to the extent that such sale was a sale by the holder and any such loss, claim, damage, liability or action of such holder is a result of the fact that both (i) a copy of the prospectus (or the prospectus as then amended or supplemented) was not sent or given to such person at or prior to the written confirmation of the sale of such Transfer Restricted Securities to such person, and (ii) the untrue statement or omission in the preliminary prospectus was corrected in the prospectus (or the prospectus as then amended or supplemented) unless, such failure to deliver the prospectus was a result of noncompliance by the Company.

Indemnification by the Company and the Guarantors. The Each of the Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use thereintherein and (ii) neither the Company nor the Guarantors shall be liable under this Section 6(a) for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld.

Indemnification by the Company and the Guarantors. The Company and each of the GuarantorsGuarantors shall, notwithstanding any termination of this Registration Rights Agreement, jointly and severally, will severally indemnify and hold harmless each Electing Holder, the officers, directors, agents, investment advisors, partners, members, shareholders, trustees and employees of each of them, each Person who controls any such Electing Holder (within the meaning of Section 15 of the holders Securities Act or Section 20 of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors, agents, trustees and employees of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or damages, liabilities, joint or severalcosts (including, to which such holderwithout limitation, agent or underwriter may become subject under the Securities Act or otherwisereasonable costs of preparation and reasonable attorneys’ fees) and expenses (collectively, insofar “Losses”), as such lossesincurred, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an relating to (i) any misrepresentation or breach of any representation or warranty made by the Company or any Guarantor in this Registration Rights Agreement or any other certificate, instrument or document contemplated hereby, (ii) any breach of any covenant, agreement or obligation of the Company or any Guarantor contained in this Registration Rights Agreement or any other certificate, instrument or document contemplated hereby, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, any Prospectus or any preliminary, final form of prospectus or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement theretothereto or in any preliminary prospectus, or arise any issuer free writing prospectus or arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for (in the case of any legal Prospectus or other expenses reasonably incurred by them in connection with investigating form of prospectus or defending supplement thereto or any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon and information regarding such Electing Holder or its intended method of distribution furnished in conformity with written information furnished writing to the Company and the Guarantors by such person Electing Holder expressly for use therein. The Company and the Guarantors shall notify the Electing Holders promptly of the institution, threat or assertion of any Proceeding of which the Company or the Guarantors are aware in connection with the transactions contemplated by this Registration Rights Agreement.

Indemnification by the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Each of the Company and the Guarantors, jointly and severally, will agrees to indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration StatementInitial Purchaser, its affiliates, directors, officers and employees, and each person person, if any, who participates as a placement controls (within the meaning of Section 15 of the Securities Act or sales agent or as an underwriter in Section 20 of the Exchange Act) any offering or sale of such Registrable Securities Initial Purchaser against any and all losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which such holderInitial Purchaser, agent affiliate, director, officer, employee or underwriter controlling person may become subject subject, under the Securities Act, the Exchange Act or otherwiseother 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 losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereofthereof as contemplated below) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActPreliminary Offering Memorandum, or any preliminary, final or summary prospectus (including, without limitationthe Pricing Supplement, any “issuer free writing prospectus” as defined in Rule 433) contained therein Company Additional Written Communication, any Permitted General Solicitation or furnished by the Company to any such holder, agent or underwriter, Final Offering Memorandum (or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, ; and will reimburse each Initial Purchaser and each such holderaffiliate, such agent and such underwriter director, officer, employee or controlling person for any legal or other and all expenses reasonably incurred (including the fees and disbursements of counsel chosen by them in connection with investigating or defending any such action or claim SunTrust) as such expenses are incurredreasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information relating to such Initial Purchaser and furnished to the Company by such person Initial Purchaser through the Representative expressly for use thereinin the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 7(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification by the Company and the Guarantors. The Each of the Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Transfer Restricted Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Transfer Restricted Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Transfer Restricted Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities ActAct or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein in such Exchange Offer Registration Statement or Shelf Registration Statement or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, Guarantors will indemnify and hold harmless each of the holders of Registrable Transfer Restricted Securities included in an Exchange Registration Statement, each of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Transfer Restricted Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Transfer Restricted Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company or the Guarantors to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon an untrue statement of material fact or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will the Company shall, and it hereby agrees to, reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company or the Guarantors by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein; provided, further, however, that neither the Company nor the Guarantors will be liable to any such person with respect to any preliminary prospectus to the extent that it shall be proven in a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any such loss, liability, claim, damage or expense arose out of or was based upon the fact that such person sold securities to a person to whom such selling person failed to send or give, at or prior to the time of sale, a copy of the final prospectus as then amended or supplemented if (i) the Company has previously furnished copies thereof (sufficiently in advance of the time of sale to allow for distribution by the time of sale) to such selling person and the loss, liability, claim, damage or expense of such selling person arose out of or was based upon an untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from the preliminary prospectus which was corrected in the final prospectus prior to the time of sale and (ii) the delivery of such final prospectus by the time of sale by such selling person would have cured such loss, liability, claim, damage or expense asserted by such party or parties.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; providedPROVIDED, howeverHOWEVER, that neither none of the Company nor any Guarantor or the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurredsolely based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 8 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were solely caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in reliance upon and in conformity the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with written information furnished or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company by with Section 6 of this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such person expressly for use thereinPersons (within the meaning of Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Upon the registration of the Registrable Securities pursuant to Section 2 hereof, the Company and the Guarantors, jointly and severally, will Guarantors shall indemnify and hold harmless each of Electing Holder and each underwriter, selling agent or other securities professional, if any, which facilitates the holders disposition of Registrable Securities included in an Exchange Registration StatementSecurities, and each of their respective officers and directors and each person who participates as a placement or sales controls such Electing Holder, underwriter, selling agent or other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an underwriter in any offering or sale of such Registrable Securities “Indemnified Person”) against any lossesloss, claimsclaim, damages damage, liability or liabilities, joint expense (or severalactions in respect thereof), to which such holder, agent or underwriter Indemnified Person may become subject under the Securities Act Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise, insofar as such lossesloss, claimsclaim, damages or liabilities damage, liability (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Shelf Registration Statement under which such Registrable Securities were are to be registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) Prospectus contained therein or furnished by the Company to any such holder, agent or underwriterIndemnified Person, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor and the Guarantors shall not be liable to any such person Indemnified Person in any such case 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 Indemnified Person through its bad faith or willful misconduct; and to reimburse the Indemnified Person and all expenses (including legal fees) as such expenses are reasonably incurred by the Indemnified Person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability arises or expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person the Indemnified Person expressly for use thereinin the Shelf Registration Statement or Prospectus, or any amendment or supplement thereto. The indemnity agreement set forth in this Section 5(a) shall be in addition to any liabilities that the Company and the Guarantors may otherwise have.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees as provided in this Section 7) and reasonable expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurredbased upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party under this Section 7 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceedings, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company with Section 5 of this Agreement. The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals, in reliance upon each case, that are engaged by the Company and participating in conformity with written information furnished the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the Company by such person expressly for use thereinsame extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities, Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Upon the registration of the Registrable Securities pursuant to Section 2 hereof, the Company and the Guarantors, jointly and severally, will Guarantors shall indemnify and hold harmless each of Electing Holder and each underwriter, selling agent or other securities professional, if any, which facilitates the holders disposition of Registrable Securities included in an Exchange Registration StatementSecurities, and each of their respective officers and directors and each person who participates as a placement or sales controls such Electing Holder, underwriter, selling agent or other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an underwriter in any offering or sale of such Registrable Securities "Indemnified Person") against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Shelf Registration Statement under which such Registrable Securities were are to be registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) Prospectus contained therein or furnished by the Company to any such holder, agent or underwriterIndemnified Person, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will the Company hereby agrees to reimburse such holder, such agent and such underwriter Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; providedPROVIDED, howeverHOWEVER, (i) that neither the Company nor any Guarantor the Guarantors shall be liable to any such person Indemnified Person 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 or omission or alleged omission made in any registration statement contemplated hereunder, such Shelf Registration Statement or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433)Prospectus, or amendment or supplement theretosupplement, in reliance upon and in conformity with written information furnished to the Company by such person Indemnified Person expressly for use thereintherein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary Prospectus included in the Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any holder of Registrable Securities, Securities or Stock from whom the person asserting any such losses, claims, damages or liabilities purchased the Registrable Securities concerned, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by such holder under the Securities Act in connection with such purchase and any such loss, claim, damages or liability of such holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final Prospectus if the Company had previously furnished copies thereof to such holder; PROVIDED FURTHER, HOWEVER, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Person.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, Statement and each person who participates of the Electing Holders as a placement or sales agent or as an underwriter in any offering or sale holders of such Registrable Securities included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent holder or underwriter such Electing Holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, under which such Registrable Securities, Securities or Exchange Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent holder or underwriterany such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, holder and each such agent and such underwriter Electing Holder for any and all legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein. The indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Electing Holder or broker-dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus or amendment or supplement thereto relating to such Securities was required to be delivered (including through satisfaction of the conditions of Commission Rule 172) by such Electing Holder or broker-dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such holder or Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the time of the sale of such Securities to such person, an amended or supplemented prospectus or, an issuer free writing prospectus correcting the applicable untrue statement or omission or alleged untrue statement or omission if the Company had previously furnished copies thereof to such Electing Holder or Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; providedPROVIDED, howeverHOWEVER, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of any such series of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement, Xxxxxxx, Xxxxx & Co. as holder of Securities or Exchange Securities included in a Market Making Shelf Registration Statement and each person who participates of the Affiliate Investors as holders of Securities or Exchange Securities included in a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Market Making Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent Goldman, Sachs & Co., such Electing Holder or underwriter Affiliate Investor may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Secondary Offer Registration Statement, as the case may be, under which such series of Registrable Securities, Securities or Exchange Securities, as applicable, were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent Goldman, Sachs & Co., such Electing Holder or underwriter, Affiliate Investor or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse any such holder, Goldman, Sachs & Co., such agent Electing Holder and such underwriter Affiliate Investor for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, Guarantors jointly and severally, will severally agree to indemnify and hold harmless each Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees as provided in this Section 8) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder"Losses"), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurredprimarily based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Company and the Guarantors (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall and the Guarantors will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 8 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were primarily caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceedings, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is established in reliance upon and in conformity the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with written information furnished or prior to the confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company by with Section 6 of this Agreement, The Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such person expressly for use thereinPersons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will agrees to indemnify and hold harmless the Backstop Purchasers, each Holder of Registrable Shares, each Eligible Stockholder of Eligible Shares, each Person, if any, who controls each such Person (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration StatementAct) and the officers, directors and partners of each such Person, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, reasonable and documented costs of preparation and reasonable attorneys’ fees as provided in this Section 6) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder“Losses”), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Statement, Prospectus or Issuer Free Writing Prospectus (as amended or supplemented), or in any preliminary prospectus or any other document prepared by the Company and used to sell the Registrable Securities were registered under Shares or the Securities ActEligible Shares, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurredbased upon information relating to such Person and furnished in writing to the Company (or reviewed and approved in writing) by such Person or their counsel expressly for use therein; provided, however, that neither the Company nor any Guarantor shall will not be liable to any such person in any such case Indemnified Party (as defined below) under this Section 6 to the extent that any such loss, claim, damage or liability arises out of or is based upon Losses were caused by an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in any registration statement contemplated hereunder, preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement theretothereto if (i) the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceedings, (ii) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Shares or Eligible Shares which are the subject thereof from such Indemnified Party and (iii) it is established in reliance upon and in conformity the related proceeding that such Indemnified Party failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with written information furnished or prior to the confirmation of the sale of such Registrable Shares or Eligible Shares sold to such Person if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company by with Section 5 of this Agreement. The Company also agrees to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such person expressly for use thereinPersons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders or Eligible Stockholders.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the foregoing indemnity agreement with respect to losses, claims, damages or liabilities shall not inure to the benefit of any holder, Electing Holder, placement or sales agent or underwriter to the extent that any such loss, claim, damage or liability results from (i) an untrue statement or alleged untrue statement of material fact in a preliminary prospectus or (ii) the omission or alleged omission to state in the preliminary prospectus a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, if: (1) the Company furnished sufficient copies of the related final prospectus, as then amended or supplemented, within a reasonable amount of time prior to the applicable sale or the written confirmation of such sale in order to permit delivery of the final prospectus, as then amended or supplemented, to all persons purchasing Registrable Securities (each such person, a “Purchaser”) at or prior to the sale or written confirmation of the sale of such Registrable Securities to such Purchaser; (2) the holder, Electing Holder, placement or sales agent or underwriter asserting such losses, claims, damages, liabilities or judgments failed to deliver or cause to be delivered a copy of such final prospectus, as then amended or supplemented, to the Purchaser, and (3) the final prospectus, as then amended or supplemented, would have cured the defect giving rise to such losses, claims, damages, liabilities or judgments; provided, further, that neither the Company nor any Guarantor of the Guarantors shall be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will shall, without limitation as to time, indemnify and hold harmless each Holder and each Participating Broker-Dealer, each Person who controls (within the meaning of Section 15 of the holders Securities Act or Section 20(a) of Registrable Securities included in an the Exchange Registration Statement, Act (any of such persons being hereinafter referred to as a "controlling person")) each such Holder and each such Participating Broker-Dealer and the officers, directors, partners, employees, representatives and agents of each such Holder, Participating Broker-Dealer and controlling person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities (collectively, the "Holder Indemnified Parties"), to the fullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, joint costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or severaldefending against any of the foregoing) (collectively, to which such holder"Losses"), agent as incurred, directly or underwriter may become subject under the Securities Act or otherwiseindirectly caused by, insofar as such lossesrelated to, claimsbased upon, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon an in connection with any untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities ActStatement, Prospectus or form of prospectus, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of in any preliminary prospectus, or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim except insofar as such expenses Losses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person 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 information relating to such Holder or alleged untrue statement or omission or alleged omission made Participating Broker-Dealer and furnished in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person Holder or Participating Broker-Dealer expressly for use therein. The Company and each of the Guarantors shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each of their respective controlling persons to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

Indemnification by the Company and the Guarantors. The Company and the GuarantorsGuarantors will, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor and the Guarantors shall not be liable to any such person 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 or omission or alleged omission made in any such registration statement contemplated hereunderstatement, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.