Common use of Indemnification by the Issuers Clause in Contracts

Indemnification by the Issuers. The Issuers , jointly and severally, (i) 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 contained therein or furnished by the Issuers 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 (ii) 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 of the Issuers shall be liable to any such persons 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 such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such persons expressly for use therein.

Indemnification by the Issuers. The Issuers shall, jointly and severally, indemnify each Agent (iand any sub agent thereof) will indemnify and each Purchaser, their respective Affiliates, directors, officers, employees, attorneys, agents, advisors and controlling parties (each such Person being called an “Indemnified Person”) against, and hold each Indemnified Person harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statementfrom, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement any 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 all losses, claims, damages damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnified Person) (collectively “Losses”), incurred by any Indemnified Person or liabilitiesasserted against any Indemnified Person by any Person other than such Indemnified Person and its Related Parties arising out of, joint in connection with, or severalas a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any environmental liability related in any way to which the Issuers or any of their Affiliates, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or Issuers, and regardless of whether any Indemnified Person is a party thereto; provided that such holderindemnity shall not, agent or underwriter may become subject under as to any Indemnified Person, be available to the Securities Act or otherwise, insofar as extent that such losses, claims, damages damages, liabilities or liabilities related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. In no event shall (or actions in respect thereofi) 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 contained therein or furnished by the Issuers be liable 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, Indemnified Person and (ii) 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 of the Issuers shall Indemnified Person be liable to any such persons in Issuer for any such case punitive, incidental, consequential, expectation, special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement breach or alleged untrue statement or omission or alleged omission made in such registration statementbreach of this Agreement, any other Loan Document, or preliminary, final any agreement or summary prospectus, instrument contemplated hereby or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such persons expressly for use thereinthereby.

Indemnification by the Issuers. The Issuers Issuers, jointly and severally, (i) 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, 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 Offer Registration Statement or Shelf 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 Issuers to any such holder, such Market Maker, such Electing Holder, agent 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 (ii) will reimburse any such holder, such Electing HolderMarket Maker, 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 of the Issuers shall not be liable to any such persons 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 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, in reliance upon and in conformity with written information furnished to the Issuers by such persons 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 Issuers. The Issuers Issuers, jointly and severally, (i) 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 contained therein or furnished by the Issuers 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 (ii) 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 of the Issuers shall be liable to any such persons 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 such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such persons expressly for use therein.

Indemnification by the Issuers. The Issuers and Holdings, jointly and severally, (i) will indemnify agree and covenant to hold harmless and indemnify each of the holders Initial Purchasers and any Affiliates thereof (including any director, officer, employee, agent or controlling Person of Registrable Securities included in an Exchange Offer Registration Statement, each any of the Electing Holders of Registrable Securities included in a Shelf 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 Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Actamendments, or any preliminarysupplements thereto, final or summary prospectus contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriter, Basic Documents or any amendment application or supplement theretoother documents filed with the Commission or any 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 (ii) 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 of the Issuers and Holdings shall not be liable to any such persons 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 Issuers and Holdings 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 any amendment or supplement thereto if the person asserting such loss, claim, damage or liability arises out of purchased Notes from an Initial Purchaser in reliance on such Memorandum but was not given the Memorandum (or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or any 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 Issuers and Holdings, on a joint and several basis, 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 persons expressly Person being an Initial Purchaser; provided that if the Issuers or Holdings reimburse an Initial Purchaser hereunder for use thereinany 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 are not entitled to indemnification hereunder. The Issuers and Holdings further agree that the indemnification, contribution and reimbursement commitments set forth in this Article VII 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 Issuers and Holdings under this Article VII shall be in addition to any liability the Issuers or Holdings may otherwise have.

Indemnification by the Issuers. The Issuers Issuers, jointly and severally, (i) will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, Statement and 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 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 Shelf 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 Issuers to any such holder, holder or such Electing Holder, agent or underwriter, 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 (ii) will reimburse any such holder, holder or such Electing 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 neither of the Issuers shall not be liable to any such persons 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 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, in reliance upon and in conformity with written information furnished to the Issuers by such persons person expressly for use therein.

Indemnification by the Issuers. The Issuers Issuers, jointly and severally, (i) 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 Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf 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 Memoranda and any Exchange Offer Registration Statement amendments or Shelf Registration Statementsupplements thereto, as the case may beBasic Documents, under which such Registrable Securities were registered under any documents filed with the Securities Act, Commission or any preliminaryState Commission (collectively, final the "Offering Materials") or summary prospectus contained therein or furnished by the Issuers to any such holder, Electing 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 (ii) 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 of the Issuers shall not be liable to any such persons 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 Issuers 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 Preliminary 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 the Initial Purchaser in reliance on such Preliminary 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 Issuers 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 being an Initial Purchaser; provided, however, that if the Issuers reimburse the Initial Purchaser hereunder for any 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 arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, any of the documents referred to in this paragraph (a) in reliance upon and in conformity with written the information furnished relating to the Initial Purchaser furnished in writing by the Initial Purchaser for inclusion therein. The Issuers by 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 persons expressly for use thereinlawsuits, claims or other proceedings. The indemnity, contribution and expense reimbursement obligations of the Issuers under this Article VII shall be in addition to any liability the Issuers may otherwise have.

Indemnification by the Issuers. The Issuers shall (and shall cause each Subsidiary Guarantor, jointly and severally, (i) will to), without limitation as to time, indemnify and hold harmless each Holder of Registrable Units, Exchange Units or Private Exchange Units and each Participating Broker-Dealer selling Exchange Units during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each Act or Section 20(a) of the Electing Holders Exchange Act) and the officers, directors and partners of Registrable Securities included in a Shelf Registration Statement each such Holder, Participating Broker-Dealer 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 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 Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities ActProspectus or form of prospectus, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriter, or in 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 (ii) 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 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 Issuers (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; providedPROVIDED, howeverHOWEVER, that neither of the Issuers shall will not be liable to any such persons 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 such registration statement, any preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus, or any 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 Units or Exchange Units 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 Units or Exchange Units 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 Issuers by with Section 6 of this Agreement. The Issuers 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 Person who controls such persons 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 Issuers. The Issuers shall, jointly and severallywithout limitation as to time, (i) will indemnify and hold harmless each Holder and each Participating Broker-Dealer, each Person who controls each such Holder (within the meaning of Section 15 of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each Act or Section 20(a) of the Electing Holders Exchange Act) and the officers, directors, partners, employees, representatives and agents of Registrable Securities included in a Shelf Registration Statement each such Holder, Participating Broker-Dealer 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, 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, based upon 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 Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities ActProspectus or form of prospectus, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriter, or in 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 (ii) 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 except insofar as such expenses Losses are incurred; provided, however, that neither of the Issuers shall be liable to any such persons 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 such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished writing to the Issuers by such persons Holder or Participating Broker-Dealer expressly for use therein. The Issuers 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 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 same extent as provided above with respect to the indemnification of the Holders or the Participating Broker-Dealer.

Indemnification by the Issuers. The In connection with the Shelf Registration, the Issuers shall, jointly and severallyhereby agree to, (i) 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 such Shelf Registration Statement Registration, and each person who participates as is named in such Shelf Registration or a placement or sales agent or supplement thereto as an underwriter in any offering or sale of such Registrable Securities and each person who controls any such person within the meaning of the Securities Act or the Exchange Act (each, a "Participant") against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter Participant may become 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 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, registration statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus Prospectus contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriterParticipant, 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 case of any Prospectus, in light of the circumstances under which they were made) and the Issuers shall, and (ii) will hereby agree to, reimburse each such holder, such Electing Holder, such agent and such underwriter Participant for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that neither of the Issuers shall not be liable to any such persons 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 such registration statement, or preliminary, final or summary prospectusProspectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such persons Participant (including in any Notice and Questionnaire) expressly for use therein.; provided, further, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense arising from (i) an offer or sale of Registrable Securities occurring during a Deferral Period, if Notice Holders received a Deferral Notice, or (ii) the Participant's failure to deliver at or prior to the written confirmation of sale, the most recent Prospectus, as amended or supplemented, and such Prospectus, as amended or supplemented, would have corrected such untrue statement or alleged untrue statement of a material fact. This indemnity agreement will be in addition to any liability which the Issuers may otherwise have. <PAGE> 16

Indemnification by the Issuers. The Issuers Upon any registration of Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities, as applicable, pursuant to Sections 3 and 4 hereof, and in consideration of the agreements of the Purchasers contained herein, and as an inducement to the Purchasers to purchase the Notes, the Issuers, jointly and severally, shall and hereby agree to, (i) will indemnify and hold harmless each Holder of the holders of Registrable Transfer Restricted Securities and Broker-Dealer Transfer Restricted Securities, as applicable, to be included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement such registration 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 or Broker-Dealer Transfer Restricted Securities, as applicable, against any losses, claims, damages or liabilities, joint or several, to which such holderHolder, 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 or Broker-Dealer Transfer Restricted Securities, as applicable, were registered under the Securities Act, or any preliminary, final or summary prospectus Prospectus contained therein or furnished by the Issuers 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 (ii) 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 of the Issuers shall not be liable under (i) above to any such persons 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 such registration statementRegistration Statement, or preliminary, final or summary prospectusProspectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such persons person expressly for use therein.

Indemnification by the Issuers. The Issuers shall, jointly and severally, indemnify each Agent (iand any sub agent thereof) will indemnify and each Purchaser, their respective Affiliates, directors, officers, employees, attorneys, agents, advisors and controlling parties (each such Person being called an “Indemnified Person”) against, and hold each Indemnified Person harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statementfrom, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement any 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 all losses, claims, damages damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnified Person) (collectively “Losses”), incurred by any Indemnified Person or liabilitiesasserted against any Indemnified Person by any Person other than such Indemnified Person and its Related Parties arising out of, joint in connection with, or severalas a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any environmental liability related in any way to which the Issuers or any of their Affiliates, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or Issuers, and regardless of whether any Indemnified Person is a party thereto; provided that such holderindemnity shall not, agent or underwriter may become subject under as to any Indemnified Person, be available to the Securities Act or otherwise, insofar as extent that such losses, claims, damages damages, liabilities or liabilities related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person. In no event shall (or actions in respect thereofi) 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 contained therein or furnished by the Issuers be liable 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, Indemnified Person and (ii) 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 of the Issuers shall Indemnified Person be liable to any such persons in Issuer for any such case punitive, incidental, consequential, expectation, special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement breach or alleged untrue statement or omission or alleged omission made in such registration statementbreach of this Agreement, any other Loan Document, or preliminary, final any agreement or summary prospectus, instrument contemplated hereby or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such persons expressly for use therein.thereby. 62

Indemnification by the Issuers. The Issuers Each Issuer, jointly and severally, (i) will agrees to indemnify and hold harmless (i) each Holder, (ii) each Person, if any, who controls (within the meaning of Section 15 of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each Act or Section 20 of the Electing Holders Exchange Act) any such Person referred to in clause (i) (any of Registrable Securities included the Persons referred to in a Shelf Registration Statement and each person who participates this clause (ii) being referred to herein as a placement “Controlling Person”) and (iii) the respective officers, directors, managing directors, stockholders, partners, employees, representatives, trustees, fiduciaries, and agents of any Person referred to in clause (i) or sales agent any such Controlling Person (any such Person referred to in clause (i), (ii) or as (iii), an underwriter in any offering or sale of such Registrable Securities “Indemnified Person”) against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or severalseveral (collectively, “Damages”), 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) Damages arise out of or are based upon (i) any transaction or matter in any way relating to, or arising out of, the matters contemplated by the Agreement, the Notes, the Subsidiary Guarantees or the performance of services by an Indemnified Person thereunder or (ii) in connection with the syndication of the Notes any untrue statement or an 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 contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriterInformation, or any amendment or supplement thereto, 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 a statement not misleading in light of the statements therein not misleadingcircumstances under which it was made, (iii) in whole or in part upon any failure of any Issuer to perform its obligations hereunder or under Applicable Law, including any violation of Applicable Law resulting from the offering of the Notes and the subsequent resales of the Notes, or (iv) the Transactions or the financing thereof, and (ii) will reimburse each such holder, such Electing Holder, such agent and such underwriter Indemnified Person for any legal or and other expenses reasonably incurred by them such Indemnified Person in connection with investigating or defending any such action or claim claims as such expenses are incurred; provided, however, that neither in the case of clause (i) above, the Issuers shall not be liable to any such persons in any such case to the extent that any such lossDamages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, claim, damage bad faith or liability arises out willful misconduct of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made the Indemnified Party. The indemnity agreement set forth in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, this Section 16.02(a) shall be in reliance upon and in conformity with written information furnished addition to any liabilities that the Issuers by such persons expressly for use thereinmay otherwise have.

Indemnification by the Issuers. The In connection with any registration statement filed by the Issuers pursuant to Section 2, 3 or 4 hereof, to the fullest extent permitted by law the Issuers shall, and hereby agree to, jointly and severally, (i) will indemnify and hold harmless harmless, each Holder of any Registrable Notes covered by such registration statement and each other Person, if any, who controls (within the meaning of the holders Exchange Act) such Holder, and their respective stockholders, directors, officers, employees, partners, agents and Affiliates (each, an “Issuers Indemnitee” for purposes of Registrable Securities included in an Exchange Offer Registration Statementthis Section 10(a)), 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 damages, liabilities (or liabilitiesactions or proceedings, whether commenced or threatened, in respect thereof and whether or not such Indemnified Party is a party thereto), joint or several, and expenses, including, without limitation, the reasonable fees, disbursements and other charges of legal counsel and reasonable costs of investigation, to which such holder, agent or underwriter Issuers Indemnitee may become subject under the Securities Act or otherwiseotherwise (collectively, a “Loss” or “Losses”), insofar 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 any material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, registration statement under which such Registrable Securities securities were registered or otherwise offered or sold under the Securities ActAct or otherwise, or any preliminarypreliminary prospectus, final prospectus or summary prospectus contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriterrelated thereto, or any amendment or supplement theretothereto (collectively, “Offering Documents”), 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 in the light of the circumstances in which they were made not misleading, or any violation by the Issuers of any federal or state law, rule or regulation applicable to the Issuers and (ii) will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal relating to action required of or other expenses reasonably incurred inaction by them the Issuers in connection with investigating or defending any such action or claim as such expenses are incurredregistration; provided, howeverthat, that neither of the Issuers shall not be liable to any such persons in any such case to the extent that any such loss, claim, damage or liability Loss arises out of or is based upon an untrue statement or omission made in such Offering Documents in reliance upon and in conformity with information furnished to the Issuers in a writing duly executed by a Issuers Indemnitee specifically stating that it is expressly for use therein; and provided, further, that the Issuers shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Notes or any other person, if any, who controls (within the meaning of the Exchange Act) such underwriter, in any such case to the extent that any such Loss arises out of such Person’s failure to send or give a copy of the final prospectus (including any documents incorporated by reference therein), as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made at or prior to the written confirmation of the sale of Registrable Notes to such Person if such statement or omission was corrected in such registration statement, final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon on behalf of a Issuers Indemnitee and in conformity with written information furnished to shall survive the Issuers transfer of such securities by such persons expressly for use thereinIssuers Indemnitee.

Indemnification by the Issuers. The Issuers Issuers, jointly and severally, (i) will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration StatementStatement pursuant to the last two sentences of Section 2(a), 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 contained therein or furnished by the Issuers 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 (ii) 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 of the Issuers Issuer shall be liable to any such persons 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 such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers Company by such persons person expressly for use therein.

Indemnification by the Issuers. The Issuers and Holdings, jointly and severally, (i) will indemnify agree and covenant to hold harmless and indemnify each of the holders Initial Purchasers and any Affiliates thereof (including any director, officer, employee, agent or controlling Person of Registrable Securities included in an Exchange Offer Registration Statement, each any of the Electing Holders of Registrable Securities included in a Shelf 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 Offer Registration Statement amendments or Shelf Registration Statementsupplements thereto, as the case may be, under which such Registrable Securities were registered under the Securities Act, Basic Documents or any preliminary, final application or summary prospectus contained therein or furnished by other documents filed with the Issuers to any such holder, Electing 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 (ii) 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 of the Issuers and Holdings shall not be liable to any such persons 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 Issuers and Holdings 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 an 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 such registration statement, or preliminary, final or summary prospectus, or any 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 Issuers and Holdings, on a joint and several basis, 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 persons expressly Person being an Initial Purchaser; provided that if the Issuers or Holdings reimburse an Initial Purchaser hereunder for use thereinany 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 are not entitled to indemnification hereunder. The Issuers and Holdings further agree that the indemnification, contribution and reimbursement commitments set forth in this Article VII 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 Issuers and Holdings under this Article VII shall be in addition to any liability the Issuers or Holdings may otherwise have.

Indemnification by the Issuers. The Issuers Each Closing Time Issuer, jointly and severally, (i) will agrees to indemnify and hold harmless (i) each Purchaser, (ii) each Person, if any, who controls (within the meaning of Section 14 of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each Act or Section 20 of the Electing Holders Exchange Act) the Person referred to in clause (i) (any of Registrable Securities included the Persons referred to in a Shelf Registration Statement and each person who participates this clause (ii) being referred to herein as a placement "Controlling Person") and (iii) the respective officers, directors, managing directors, stockholders, partners, employees, representatives, trustees, fiduciaries, and agents of any Person referred to in clause (i) or sales agent any such Controlling Person (any such Person referred to in clause (i), (ii) or as an underwriter in any offering or sale of such Registrable Securities (iii), a "Purchaser Indemnified Person") against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter Purchaser Indemnified Person may become subject 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 (i) in whole or in part upon an untrue statement or alleged untrue statement of a material fact contained any inaccuracy in any Exchange Offer Registration Statement or Shelf Registration Statementof the representations and warranties of such Issuers contained herein, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers 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 (ii) in whole or in part upon any failure of any Issuer to perform its obligations hereunder or under Applicable Law, or (iii) upon the transactions contemplated by the Basic Documents or the Purchasers' financing thereof, and will reimburse each such holder, such Electing Holder, such agent and such underwriter Purchaser Indemnified Person for any legal or and other expenses reasonably incurred by them such Purchaser Indemnified Person in connection with investigating or defending any such action or claim claims as such expenses are incurredincurred upon presentation of appropriate invoices containing reasonable detail; provided, however, that neither if a Purchaser Indemnified Person is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the Issuers extent it is finally judicially determined that the losses, claims, damages or liabilities in question resulted primarily from (i) the willful misconduct or gross negligence of such Purchaser Indemnified Person or (ii) the breach by such Purchaser Indemnified Person of any representation, warranty, covenant or other agreement of such Purchaser Indemnified Person contained in this Agreement. Notwithstanding any provision in this paragraph (a) to the contrary, no such Issuer shall be liable under this Section 14.02(a) to a Purchaser Indemnified Person: (i) for any such persons amount paid by the Purchaser Indemnified Person in any such case settlement of claims by the Purchaser Indemnified Person without the Company's consent (which consent shall not be unreasonably withheld), (ii) to the extent that any it is finally judicially determined that such losslosses, claimclaims, damage damages or liability arises out liabilities resulted primarily from the willful misconduct or gross negligence of such Purchaser Indemnified Person or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished (iii) to the Issuers extent that it is finally judicially determined that such losses, claims, damages or liabilities resulted primarily from the breach by such persons expressly for use thereinPurchaser Indemnified Person of any representation, warranty, covenant or other agreement of such Purchaser Indemnified Person contained in this Agreement. The indemnity agreement set forth in this Section 14.02(a) shall be in addition to any liabilities that such Issuers may have under common law or otherwise.

Indemnification by the Issuers. The Issuers Issuers, jointly and severally, (i) 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 contained therein or furnished by the Issuers 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 (ii) will reimburse such holder, such Electing Holder, such agent and such underwriter for any 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 of the Issuers Issuer shall be liable to any such persons 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 such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such persons person expressly for use therein.

Indemnification by the Issuers. The Issuers , and the Guarantors jointly and severally, (i) will severally agree to indemnify and hold harmless each Holder of Registrable Units, Exchange Units and each Participating Broker-Dealer selling Exchange Units during the Applicable Period, each Person, if any, who controls each such Holder (within the meaning of Section 15 of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each Act or Section 20(a) of the Electing Holders Exchange Act) and the officers, directors and partners of Registrable Securities included in a Shelf Registration Statement each such Holder, Participating Broker-Dealer and each 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 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, agent or underwriter may become subject under the Securities Act or otherwise"Losses"), insofar 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 Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities ActProspectus or form of prospectus, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriter, or in 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 (ii) 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 except insofar as such expenses are incurredLosses result primarily from information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Issuers (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein; provided, however, that neither of the Issuers shall and the Guarantors will not be liable to any such persons 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 resulted primarily from an untrue statement or omission or alleged untrue statement or omission that was contained or alleged omission made in such registration statement, any preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus, or any amendment or supplement theretothereto if (i) any such Losses resulted from an action, claim or suit by any Person who purchased Registrable Units or Exchange Units which are the subject thereof from such Indemnified Party and (ii) 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 Units or Exchange Units 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 Issuers by such persons expressly for use thereinwith Section 5 of this Agreement.

Indemnification by the Issuers. The Issuers and TWP, jointly and severally, (i) will indemnify agree and covenant to hold harmless and indemnify each of the holders Initial Purchasers and any Affiliates thereof (including any director, officer, employee, agent or controlling Person of Registrable Securities included in an Exchange Offer Registration Statement, each any of the Electing Holders of Registrable Securities included in a Shelf 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 Offer Registration Statement amendments or Shelf Registration Statementsupplements thereto, as the case may be, under which such Registrable Securities were registered under the Securities Act, Basic Documents or any preliminary, final application or summary prospectus contained therein or furnished by other documents filed with the Issuers to any such holder, Electing 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 (ii) 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 of the Issuers and TWP shall not be liable to any such persons 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 Issuers and TWP 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 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 amendment or supplement thereto on or prior to the confirmation of the sale of such Notes. The Issuers and TWP, on a joint and several basis, 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 Issuers or TWP reimburse an Initial Purchaser hereunder for any expenses incurred in connection with a lawsuit, claim or other proceeding for which indemnification is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in sought, such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished 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 Issuers by and TWP further agree that the indemnification, contribution and reimbursement commitments set forth in this Article VII shall apply whether or not an Initial Purchaser is a formal party to any such persons expressly for use thereinlawsuits, claims or other proceedings. The indemnity, contribution and expense reimbursement obligations of the Issuers under this Article VII shall be in addition to any liability the Issuers or TWP may otherwise have.

Indemnification by the Issuers. The Issuers shall, jointly and severallywithout limitation ------------------------------ as to time, (i) will indemnify and hold harmless each Holder and each Participating Broker-Dealer, each Person who controls each such Holder (within the meaning of Section 15 of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each Act or Section 20(a) of the Electing Holders Exchange Act) and the officers, directors, partners, employees, representatives and agents of Registrable Securities included in a Shelf Registration Statement each such Holder, Participating Broker-Dealer 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, 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 Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities ActProspectus or form of prospectus, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriter, or in 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, except insofar as such Losses are based upon information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Issuers by such Holder or Participating Broker-Dealer expressly for use therein; provided, -------- that the Issuers shall not be liable under the indemnity agreement provided in this subsection (a) to any Holder, Participating Broker-Dealer or controlling person (or their respective officers, directors, partners, employees, representatives and agents) to the extent that such Loss results solely from an untrue statement of a material fact contained in, or 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 supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) such Holder or Participating Broker-Dealer sold the Securities concerned 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 (ii) will reimburse the Issuers had previously furnished copies thereof to such holderHolder or Participating Broker-Dealer within a reasonable amount of time prior to such sale or such confirmation, and (iii) the corrected Prospectus, if delivered, would have been a complete defense against the person asserting such Electing HolderLoss. The Issuers 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 Person who controls 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 Persons (within the meaning of Section 15 of the Issuers shall be liable to any such persons in any such case Securities Act or Section 20(a) of the Exchange Act) to the same 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 such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity as provided above with written information furnished respect to the Issuers by such persons expressly for use thereinindemnification of the Holders or the Participating Broker- Dealer.

Indemnification by the Issuers. The Issuers , jointly and severally, (i) 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 of Registrable Securities included in an Exchange Offer Registration Statement, each Act or Section 20(a) of the Electing Holders Exchange Act) and the officers, directors and partners of Registrable Securities included in a Shelf Registration Statement each such Holder, Participating Broker-Dealer 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 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 Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities ActProspectus or form of prospectus, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriter, or in 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 (ii) 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 except insofar as such expenses are incurredLosses resulted from information relating to such Holder or Participating Broker-Dealer and furnished in writing to the Issuers (or reviewed and approved in writing) by such Holder or Participating Broker-Dealer or their counsel expressly for use therein in accordance with Section 7(b) hereof; provided, however, that neither of the Issuers shall will not be liable to any such persons 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 such registration statement, any preliminary prospectus and corrected in the Prospectus or preliminary, final or summary prospectus, or any 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 Issuers by with Section 6 of this Agreement. The Issuers 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 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 Issuers. The Issuers , jointly and severally, (i) 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 contained therein or furnished by the Issuers 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 (ii) 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 of the Issuers shall not be liable to any such persons 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 such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such persons person expressly for use therein.

Indemnification by the Issuers. The Issuers Issuers, jointly and severally, (i) will agree to indemnify and hold harmless each holder of the holders of Registrable Securities included in an Exchange Offer Registration StatementNotes and each person, each if any, who controls such holder within the meaning of the Electing Holders of Registrable Securities included in a Shelf Registration Statement Act or the Exchange Act (each holder and each person who participates such controlling persons are referred to collectively as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Notes) to which such holder, agent or underwriter each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon an any 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, prospectus or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriter, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise out of of, or are based upon 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 (ii) will reimburse such holdershall reimburse, such Electing Holderas incurred, such agent and such underwriter the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action or claim as such expenses are incurredin respect thereof; provided, however, that neither of (i) the Issuers shall not be liable to any such persons in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, a Registration Statement or preliminary, final prospectus or summary prospectus, or in any amendment or supplement thereto, thereto in reliance upon and in conformity with written information pertaining to such holder and furnished to the Issuers by or on behalf of such persons expressly holder specifically for use thereininclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any prospectus relating to a Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any holder from whom the person asserting any such losses, claims, damages or liabilities purchased the Notes concerned, to the extent that a prospectus (as amended or supplemented) relating to such Notes was required to be delivered by such holder under the Securities Act in connection with such purchase and any such loss, claim, damage 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 Notes to such person, a copy of the prospectus (or an amendment thereto or a supplement thereof) 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 Issuers may otherwise have to such Indemnified Party. The Issuers shall also indemnify, jointly and severally, underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above (but such indemnification may be in the customary form of such underwriters) with respect to the indemnification of the holders of the Notes if requested by such holders.

Indemnification by the Issuers. The Issuers , jointly and severally, (i) 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 Xxxxxxx, Xxxxx & Co. 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 Xxxxxxx, Xxxxx & 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 Offer Registration Statement or Shelf 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 contained therein or furnished by the Issuers to Xxxxxxx, Xxxxx & Co., 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 (ii) will reimburse Xxxxxxx, Xxxxx & 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 of the Issuers shall not be liable to any such persons 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 such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such persons person expressly for use thereintherein and provided, further, that with respect to any loss, claim, damage or liability caused by an untrue statement or omission of a material fact made in a preliminary prospectus, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any person from whom the person asserting any such loss, claim, damage or liability purchased the Registrable Securities concerned, to the extent that any such loss, claim, damage or liability of such person occurs under the circumstance where (i) it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the final prospectus (or the final prospectus as amended or supplemented) to such person or their representative in sufficient quantities and at such time to permit its delivery at or prior to the confirmation of the sale of such Registrable Securities, (x) delivery of the final prospectus (or the final prospectus as amended or supplemented) was required by law to be made to such person, (y) the untrue statement or omission of a material fact contained in the preliminary prospectus was corrected in the final prospectus (or the final prospectus as amended or supplemented), and (z) there was not sent or given to the person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus (or the final prospectus as amended or supplemented) and (ii) such loss, claim, damage or liability would have been eliminated by the delivery of such corrected final prospectus (or the final prospectus as amended or supplemented). Additionally, the indemnification provided for in this section shall not be available to any indemnified party with respect to any sale or disposition of Securities or Exchange Securities that occurs after notice pursuant to the second paragraph of 2(c) if the indemnified party is in violation of the provisions of Section 2(c).

Indemnification by the Issuers. The Issuers Each Closing Time Issuer, jointly and severally, (i) will agrees to indemnify and hold harmless (i) each Purchaser, (ii) each Person, if any, who controls (within the meaning of Section 14 of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each Act or Section 20 of the Electing Holders Exchange Act) the Person referred to in clause (i) (any of Registrable Securities included the Persons referred to in a Shelf Registration Statement and each person who participates this clause (ii) being referred to herein as a placement "Controlling Person") and (iii) the respective officers, directors, managing directors, stockholders, partners, employees, representatives, trustees, fiduciaries, and agents of any Person referred to in clause (i) or sales agent any such Controlling Person (any such Person referred to in clause (i), (ii) or as an underwriter in any offering or sale of such Registrable Securities (iii), a "Purchaser Indemnified Person") against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter Purchaser Indemnified Person may become subject 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 (i) in whole or in part upon an untrue statement or alleged untrue statement of a material fact contained any inaccuracy in any Exchange Offer Registration Statement or Shelf Registration Statementof the representations and warranties of such Issuers contained herein, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers 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 (ii) in whole or in part upon any failure of any Issuer to perform its obligations hereunder or under Applicable Law, or (iii) upon the transactions contemplated by the Basic Documents or the Purchasers' financing thereof, and will reimburse each such holder, such Electing Holder, such agent and such underwriter Purchaser Indemnified Person for any legal or and other expenses reasonably incurred by them such Purchaser Indemnified Person in connection with investigating or defending any such action or claim claims as such expenses are incurredincurred upon presentation of appropriate invoices containing reasonable detail; provided, however, that neither if a -75- Purchaser Indemnified Person is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the Issuers extent it is finally judicially determined that the losses, claims, damages or liabilities in question resulted primarily from (i) the willful misconduct or gross negligence of such Purchaser Indemnified Person or (ii) the breach by such Purchaser Indemnified Person of any representation, warranty, covenant or other agreement of such Purchaser Indemnified Person contained in this Agreement. Notwithstanding any provision in this paragraph (a) to the contrary, no such Issuer shall be liable under this Section 14.02(a) to a Purchaser Indemnified Person: (i) for any such persons amount paid by the Purchaser Indemnified Person in any such case settlement of claims by the Purchaser Indemnified Person without the Company's consent (which consent shall not be unreasonably withheld), (ii) to the extent that any it is finally judicially determined that such losslosses, claimclaims, damage damages or liability arises out liabilities resulted primarily from the willful misconduct or gross negligence of such Purchaser Indemnified Person or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished (iii) to the Issuers extent that it is finally judicially determined that such losses, claims, damages or liabilities resulted primarily from the breach by such persons expressly for use thereinPurchaser Indemnified Person of any representation, warranty, covenant or other agreement of such Purchaser Indemnified Person contained in this Agreement. The indemnity agreement set forth in this Section 14.02(a) shall be in addition to any liabilities that such Issuers may have under common law or otherwise.

Indemnification by the Issuers. The Issuers agree, jointly and severally, (i) will to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees and agents and each Person who controls such holder within the meaning of either Section 15 of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each Act or Section 20 of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and Exchange Act (each person who participates as a placement or sales agent or such Person being sometimes hereinafter referred to as an underwriter in any offering or sale of such Registrable Securities "Indemnified Holder") from and against any all losses, claims, damages or liabilitiesdamages, 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 and expenses (or actions in respect thereofincluding reasonable costs of investigation and legal expenses) arise arising out of or are based upon an any 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, Prospectus or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such holder, Electing Holder, agent or underwriter, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arising 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 the light of the circumstances under which they were made, not misleading, and (ii) will reimburse except insofar as such holderlosses, such Electing Holderclaims, such agent and such underwriter for any legal damages, liabilities or other expenses reasonably incurred by them in connection with investigating arise out of or defending are based upon any such action untrue statement or claim omission or allegation thereof based upon information furnished in writing to the Issuers by such holder expressly for use therein. This indemnity shall be in addition to any liability which the Issuers may otherwise have. The Issuers shall also indemnify any underwriters, selling brokers, dealer, managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as such expenses are incurredprovided above with respect to the indemnification of the Indemnified Holders of Registrable Securities; provided, however, that neither of the Issuers shall be liable foregoing indemnity with respect to any such persons in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in a preliminary prospectus shall not inure to the benefit of any such registration statementunderwriter, selling broker, dealer manager or similar securities industry professional from whom the Person asserting any such loss, liability, claim, damage or expense purchased any of the securities that are the subject thereof if a copy of the Prospectus (as then amended or supplemented if the Issuers shall have furnished any amendments or supplements thereto) was not sent or given to such Person, if such is required by law, at or prior to the written confirmation of the sale of the securities to such Person and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, liability, claim, damage or expense. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnified Holder in respect of which indemnity may be sought from the Issuers, such Indemnified Holder shall promptly notify the Issuers in writing, and the Issuers shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Holder and the payment of all expenses. Such Indemnified Holder shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Holder unless (a) the Issuers have agreed to pay such fees and expenses, (b) the Issuers shall have failed to assume the defense of such action or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnified Holder in any such action or proceeding or (c) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Holder and the Issuers, and such Indemnified Holder shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential material differing interests between them (in which case, if such Indemnified Holder notifies the Issuers in writing that it elects to employ separate counsel at the expense of the Issuers, the Issuers shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Holder, it being understood, however, that the Issuers shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified 13 Holder and any other Indemnified Holders, which firm shall be designated in writing by such Indemnified Holders). The Issuers shall not be liable for any settlement of any such action or proceeding effected without their written consent, but if settled with their written consent, or preliminaryif there be a final judgment for the plaintiff in any such action or proceeding, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers agree to indemnify and hold harmless such Indemnified Holders from and against any loss or liability by reason of such persons expressly for use thereinsettlement or judgment.

Indemnification by the Issuers. The Upon the registration of the Registrable Securities pursuant to Section 2 hereof, the Issuers shall, jointly and severally, (i) will 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 Offer Registration StatementSecurities, and each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement 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 Offer Shelf Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were are to be registered under the Securities Act, or any preliminary, final or summary prospectus Prospectus contained therein or furnished by the Issuers to any such holder, Electing 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 (ii) will the Issuers hereby agree, jointly and severally, to reimburse such holder, such Electing 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; provided, however, that neither of the Issuers shall not be liable to any such persons 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 such registration statement, Shelf Registration Statement or preliminary, final or summary prospectusProspectus, or amendment or supplement theretosupplement, in reliance upon and in conformity with written information furnished to the Issuers by such persons Indemnified Person expressly for use therein.

Indemnification by the Issuers. The Issuers Issuers, jointly and severally, (i) will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, Statement and 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 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 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 contained therein or furnished by the Issuers Company to any such holder, holder or Electing Holder, agent or underwriter, Holder or any amendment or supplement thereto if the Company shall have furnished any amendments or supplements 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 (ii) will reimburse such holder, holder and such Electing 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 neither of the Issuers no Issuer shall be liable to any such persons 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 of material fact made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to any of the Issuers by such persons person expressly for use therein.

Indemnification by the Issuers. The Issuers Issuers, jointly and severally, (i) will indemnify and hold harmless each of the holders of Registrable Securities Exchange Notes included in an Exchange Offer Registration Statement, Statement and each of the Electing Holders of Registrable Securities included identified as a selling securityholder 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 in connection with such Registrable Securities Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which such holder, agent they or underwriter any of them may become subject subject, under the Securities Act, the Exchange 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 the Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Actor any amendment thereof or supplement thereto, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such holderholders, 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 (ii) 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 loss, claim, damage or claim liability as such expenses are incurred; provided, however, that neither of the Issuers shall be liable to any such persons 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 such registration statement, or preliminary, final or summary prospectus, or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of such persons person expressly for use therein. Indemnification by the Purchasers, the Holders and any Agents and Underwriters. Each of the holders of Registrable Securities covered by any 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, severally and not jointly, (i) will indemnify and hold harmless the Issuers and all other holders, agents and underwriters against any losses, claims, damages or liabilities to which the Issuers or such other holders, agents or underwriters may become subject, under the Securities Act, the Exchange 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 such registration statement, or any amendment thereof or supplement thereto, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such holders, 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of such holder, Electing Holder, agent or underwriter expressly for use therein, and (ii) will reimburse the Issuers for any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder or holder that is a broker-dealer selling Exchange Notes pursuant to the penultimate sentence of Section 2(a) shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder or holder from the sale of such Electing Holder's or holder's Registrable Securities pursuant to such registration.

Indemnification by the Issuers. The Issuers , jointly and severally, (i) will indemnify and hold harmless each obligations of the holders of Registrable Securities included Dealers and the Arranger in an Exchange Offer Registration Statement, each this Agreement are undertaken on the basis of the Electing Holders representations and warranties and agreements of Registrable Securities included each Issuer contained in a Shelf Registration Statement this Agreement with the intention that such representations and warranties shall remain true and accurate in all respects up to and including each Issue Date and that the agreements shall have been performed on or before each Issue Date and each Issuer undertakes to each Dealer and the Arranger that if that Dealer or the Arranger, or any of their respective directors, officers, affiliates or employees, or any United States person (if any) who participates as a placement controls that Dealer or sales agent or as an underwriter in any offering or sale the Arranger for the purpose 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 Section 15 of the Securities Act (each a “Relevant Party”) incurs any liability, damages, cost, loss or expense (including, without limitation, legal fees, costs and expenses) (a “Loss”) in respect of any breach or (in relation to Clauses 7.6 and 7.7 only) alleged breach of any such representation, warranty or agreement, the relevant Issuer shall pay to that Dealer or the Arranger on demand an amount equal to such Loss. No Dealer nor the Arranger shall have any duty or obligation, whether as fiduciary or trustee for any Relevant Party or otherwise, insofar as to recover any such losses, claims, damages payment or liabilities (to account to any other person for any amounts paid to it under this Clause. If any action shall be brought against any Dealer or actions the Arranger in respect of which payment under this Clause may be sought from any Issuer, such Dealer or the Arranger shall promptly notify the relevant Issuer in writing and, unless the relevant Issuer assumes the defence thereof as provided below, will keep the relevant Issuer informed as to the progress of any claim or action. The relevant Issuer may participate at its own expense in the defence of any action in respect of which payment under this Clause may be sought from such Issuer. The relevant Issuer shall also have the option to assume the defence of such claim or action unless, in the reasonable opinion of the relevant Dealer or the Arranger, the interests of the relevant Issuer and the relevant Dealer or the Arranger in relation to such action, claim or demand differ or there may be defences available to the relevant Dealer or the Arranger which are different from or in addition to those available to the relevant Issuer or for some other reason it would be prejudicial to the interests of the relevant Dealer or the Arranger for the relevant Issuer to assume the defence. If the Issuer so assumes the defence, it shall keep the relevant Dealer or the Arranger informed as to the progress of any claim or action, it shall act in accordance with any reasonable requests by the relevant Dealer or the Arranger and shall not make any admission or consent to any settlement of such action without the relevant Dealer or the Arranger’s consent (which shall not be unreasonably withheld or delayed). Further the relevant Issuer shall employ legal advisers satisfactory to the Dealer or the Arranger and the Dealer or the Arranger shall bear the fees and expenses of any additional legal advisers retained by it. If the relevant Issuer is not entitled to assume or elects to assume the defence thereof) arise out of , the Dealer 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 Statementthe Arranger shall employ such legal advisers as may be agreed between it and the relevant Issuer or, failing agreement, as the case Dealer or the Arranger may beselect. The Dealer or the Arranger shall assist in investigating, under which such Registrable Securities were registered under the Securities Act, preparing or defending any preliminary, final action or summary prospectus contained therein or furnished claim act in accordance with any reasonable request made by the Issuers relevant Issuer which is not, in the Dealer’s or the Arranger’s reasonable opinion, prejudicial to any such holder, Electing Holder, agent its interests. The Dealer or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission Arranger shall at the relevant Issuer’s request provide all reasonable assistance to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them relevant Issuer in connection with investigating the defence of any action by the relevant Issuer unless in the Dealer’s or defending the Arranger’s reasonable opinion, the interests of the relevant Issuer and the Dealer or the Arranger in relation to such action, claim or demand differ and provided always that the relevant Issuer shall indemnify the Dealer or the Arranger for its reasonable costs in connection therewith. The relevant Issuer shall not be liable in respect of any admission of liability or any settlement of any such action effected without its consent (such consent not to be unreasonably withheld or claim as such delayed). Without prejudice to the foregoing provisions of this Clause 10.1, in no event shall the Issuer be liable for the fees and expenses are incurred; provided, however, that neither of more than one legal adviser or firm of legal advisers of the Issuers shall be liable to Relevant Party in connection with any such persons one action or separate but similar and related actions in any such case to the extent that any such loss, claim, damage or liability arises same jurisdiction arising out of the same general allegations or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such persons expressly for use thereincircumstances.