Common use of Indemnification of the Initial Purchasers Clause in Contracts

Indemnification of the Initial Purchasers. Each of the Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

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

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use therein; PROVIDED, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplementindemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any Company Additional Written Communication such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the Final fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or any amendment given to such person at or supplement thereto). The indemnity agreement set forth prior to the written confirmation of the sale of such Notes to such person and (ii) the untrue statement in this Section 8(a) shall be or omission from such Preliminary Offering Memorandum was corrected in addition the Offering Memorandum unless, in either case, such failure to any liabilities that deliver the Offering Memorandum was a result of non-compliance by the Company may otherwise havewith the provisions of Section 4 hereof.

Indemnification of the Initial Purchasers. Each of the Company and each GuarantorPartnership Parties, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and officers, employees, selling agents and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such the Initial Purchaser, Affiliate, director, officer, employee employee, selling agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company Sunoco or does not require the consent of the Company as contemplated in otherwise permitted by Section 8(d)) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or including the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee employee, selling agent or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee employee, selling agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementDisclosure Package, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), which information consists solely of the information specified in the penultimate sentence of Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Partnership Parties may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantorof the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, and each of their respective directors, officers and partners, officers, employees, affiliates and agents of each Initial Purchaser and each person, if any, person who controls any Initial Purchaser within the meaning of either the Securities Act and or the Exchange Act against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Initial Purchaser, Affiliate, director, officer, employee they or controlling person any of them may become subject, subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense (liabilities or actions in respect thereof as contemplated below) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementDisclosure Package, the Final Memorandum, any Company Additional Issuer Written Communication or any other written information used by or on behalf of the Final Offering Memorandum (Company in connection with the offer or sale of the Securities, or in any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and agrees to reimburse each Initial Purchaser and each such Affiliateindemnified party, directoras incurred, officer, employee or controlling person for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person it in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense liability or action; provided, however, that the foregoing indemnity agreement shall Company and the Guarantors will not apply, with respect be liable in any such case to an Initial Purchaser, to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Memorandum, the Disclosure Package or the Final Memorandum, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Company, by or on behalf of such any Initial Purchaser through the Representative expressly specifically for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)inclusion therein. The This indemnity agreement set forth in this Section 8(a) shall will be in addition to any liabilities liability that the Company or the Guarantors may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, its directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in otherwise permitted by Section 8(d)9(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Company shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company Issuers and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Issuers), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

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

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantorthe Guarantors agree, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers officers, employees, agents and employeesAffiliates, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee employee, agent, Affiliate or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser Purchaser, its directors, officers, employees, agents, Affiliates and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including including, subject to Section 9(c), the reasonable fees and disbursements of counsel chosen by the RepresentativeXxxxxxx Xxxxx) as such expenses are reasonably incurred by such Initial Purchaser Purchaser, or its directors, officers, employees, agents and Affiliates or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantors may otherwise have.

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

Indemnification of the Initial Purchasers. Each of the Company and each Closing Date Guarantor, as of the date hereof, and each Merger Date Guarantor, upon execution and delivery of a Joinder Agreement, agree and undertake to the Initial Purchasers that they will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatespartners, members, directors, officers and officers, employees, agents, affiliates and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person Indemnified Party may become subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Preliminary Offering MemorandumCircular or Final Offering Circular, the Pricing Supplementin each case as amended or supplemented, or any Issuer Free Writing Communication (including with limitation, any Company Additional Written Communication Supplemental Marketing Material) or the Final Offering Memorandum (or any amendment or supplement thereto)General Disclosure Package, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to will reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person Indemnified Party for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or actionproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the foregoing indemnity agreement shall Company and the Guarantors will not apply, with respect be liable in any such case to an Initial Purchaser, to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of such any Initial Purchaser through the Representative expressly Representatives specifically for use in the Preliminary Offering Memorandumtherein, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities it being understood and agreed that the Company may otherwise haveonly such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, of the Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesselling agents, directorsits affiliates, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages, liability liabilities and expenses (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and, upon execution and delivery of the Joinder Agreement, each Guarantorof the Guarantors, jointly and severallyseverally with the Company, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or documented expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of one firm of counsel chosen by the RepresentativeXxxxxxx Xxxxx in addition to local counsels, as provided in Section 8(c))) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantorthe Principal Banking Subsidiary, jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its Affiliatestheir respective affiliates, directors, officers officers, employees, partners and employeesagents, and each person, if any, who controls any each Initial Purchaser within the meaning of the Securities Act and or the Exchange Act (a “controlling person”) against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, AffiliatePurchasers or such affiliate, director, officer, employee employee, partner, agent or controlling person may become subject, under the Securities Act, the Exchange Act Act, or other any federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Securities have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementDisclosure Package and the Offering Memorandum, any materials provided to investors by, or with the approval of, the Company Additional Written Communication in connection with the Exempt Resales of the Securities, including any roadshow or written investor presentations provided to investors by the Final Offering Memorandum Company (whether in person or any amendment or supplement theretoelectronically) (“marketing material”), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; and to reimburse each such Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or employee, agent, partner and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representativecounsel) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee employee, agent, partner or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of of, or based upon upon, any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Initial Purchaser furnished to the Company by or on behalf of such Initial Purchaser through the Representative in writing expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Disclosure Package or the Final Offering Memorandum (Memorandum, it being understood and agreed that such information only consists of the information described in Section 9(b) below; and provided further, that the Principal Banking Subsidiary shall not be liable in any such case to the extent such indemnification, or any amendment or supplement thereto)contribution pursuant to Section 10 of this Agreement, is found to constitute a covered transaction pursuant to Section 23A of the Federal Reserve Act, as amended. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), ) or (ii) the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and its affiliates and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each the Guarantor, jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers officers, employees and employeesagents, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Offering Memorandum, any Issuer Free Writing Document, the Pricing Supplement, any Company Additional Written Communication Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto), or to any of the omission foregoing) or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser Purchaser, its officers, directors, employees, agents and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeXxxxx Fargo) as such expenses are reasonably incurred by such Initial Purchaser Purchaser, or its officers, directors, employees, agents or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such any Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document, the Pricing Supplement, any Company Additional Written Communication Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and Guarantor may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in is otherwise permitted under Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBofAS) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative BofAS expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantor, the Guarantors jointly and severally, severally agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act, and each affiliate of any Initial Purchaser within the meaning of Rule 405 under the Securities Act (each, an “Initial Purchaser Affiliate”), against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person or Initial Purchaser Affiliate may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company or any Guarantor contained herein; or (iii) in whole or in part upon any failure of the Company or any Guarantor to perform its respective obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Company and the Guarantors shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBanc of America Securities LLC and Xxxxxx Xxxxxxx & Co. Incorporated) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Initial Purchaser through the Representative Purchasers expressly for use in the any Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) 8 shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in is otherwise permitted under Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeXxxxxxx Xxxxx) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use therein; provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplementindemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any Company Additional Written Communication such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the Final fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or any amendment given to such person at or supplement thereto). The indemnity agreement set forth prior to the written confirmation of the sale of such Notes to such person and (ii) the untrue statement in this Section 8(a) shall be or omission from such Preliminary Offering Memorandum was corrected in addition the Offering Memorandum unless, in either case, such failure to any liabilities that deliver the Offering Memorandum was a result of non-compliance by the Company may otherwise havewith the provisions of Section 4 hereof.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in is otherwise permitted by Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeXxxxxxx Xxxxx) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, agents, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company Additional Written Communication in connection with the offer or sale of the Final Offering Memorandum Debentures (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser Purchaser, its officers, directors, employees, agents and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBAS) as such expenses are reasonably incurred by such Initial Purchaser Purchaser, its officers, directors, employees, agents or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company Additional Written Communication in connection with the offer or sale of the Final Offering Memorandum Debentures (or any amendment or supplement theretoto the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, its directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in otherwise permitted by Section 8(d)9(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above; provided that the Company shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantors may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantorthe Guarantors, jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and officers, employees, affiliates and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act (collectively, the “Initial Purchaser Indemnified Parties” and each, an “Initial Purchaser Indemnified Party”) against any loss, claim, damage, liability or expense, as incurredincurred (collectively, “Losses” and each, a “Loss”), to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Communication, the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person Indemnified Party for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense Loss or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such any Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Communication, the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company or the Guarantors may otherwise have.

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

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, of the Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesselling agents, directorsits affiliates, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages, liability liabilities and expenses (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Initial Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers officers, employees and employees, and agents each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act and each Affiliate of any Initial Purchaser who has participated in the transactions contemplated by this Agreement (each such affiliate, a “Participating Affiliate”) against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or employee, agent, controlling person or Participating Affiliate may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated belowthereof) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or employee, agent, controlling person or Participating Affiliate for any and all expenses (including the fees and disbursements of counsel chosen by the Representativecounsel) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or employee, agent, controlling person or Participating Affiliate in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionaction (whether or not such Initial Purchaser, director, officer, employee, controlling person, or Participating Affiliate is a party thereto and whether threatened or commenced; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of The Issuer and the Company and each GuarantorGuarantors, jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Issuer), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeXxxxxxx Lynch, Pierce, Xxxxxx & amp; Xxxxx Incorporated) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Issuer may otherwise have.

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

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, its directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in otherwise permitted by Section 8(d)9(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Company shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeInitial Purchasers) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf Banc of such Initial Purchaser through the Representative America Securities LLC expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each the Guarantor, jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers officers, employees and employeesagents, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementTime of Sale Memorandum, any Company Additional Written Offering Communication prepared by or on behalf of, used by, referred to by the Company or the Guarantor, or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order required to make the statements be stated therein, in the light of the circumstances under which they were made, or necessary to make the statements therein not misleading; and to reimburse each Initial Purchaser Purchaser, its officers, directors, employees, agents and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser Purchaser, or its officers, directors, employees and agents or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company and the Guarantor by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementTime of Sale Memorandum, any Company Additional Written Offering Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantor may otherwise have.

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

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

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Subsidiary Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Pricing Disclosure Package, the Final Offering Memorandum, the Pricing SupplementCompany's Current Report on Form 8-K furnished to/filed with the Commission on February 1, 2007, the roadshow relating to the Debentures prepared by the Company as available on www.netroadshow.com on the date hereof, or any other written infoxxxxxxx xxxxxxed and used by the Company Additional Written Communication in connection with the offer or sale of the Final Offering Memorandum Debentures (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representativeeach Initial Purchaser) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Initial Purchaser through the Representative Purchasers expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Disclosure Package or the Final Offering Memorandum (or any amendment or supplement theretoto the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Subsidiary Guarantors may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees the Guarantors agree to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers officers, employees and employeesagents, and each person, if any, who controls any that Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which any Initial Purchaser or such Initial Purchaser, Affiliate, director, officer, employee employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Disclosure Package or the Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors shall not be liable under this Section 8(a) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Initial Purchaser through its bad faith or willful misconduct; and to reimburse each the Initial Purchaser Purchasers and each such Affiliate, director, officer, employee employee, agent or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeJefferies) as such expenses are reasonably incurred by such the Initial Purchaser Purchasers or such Affiliate, director, officer, employee employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Initial Purchaser through the Representative Purchasers expressly for use in the Preliminary Disclosure Package or the Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Preliminary Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Initial Purchasers to the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantors may otherwise have.

Indemnification of the Initial Purchasers. Each Escrow Issuer agrees (it being understood that, after the Mergers, GenOn will assume all of the Company and each Guarantor, jointly and severally, agrees obligations of Escrow Issuer) to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Initial Purchaser Indemnified Person”), from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act) (collectively, the Exchange Act or other federal or state statutory law or regulation“Losses”), that arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Escrow Written Communication, RRI Written Communication, Mirant Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)) (collectively, the “Indemnification Documents”) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse , in each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company Escrow Issuer, RRI and Mirant in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein; provided, however, that, if, prior to the closing of the Merger, (i) any Losses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission in any information relating solely to RRI (in the Preliminary Offering Memorandumgood faith determination of the Representative (after consultation with outside counsel to the Representative) in the absence of any final judgment of a court) contained in or omitted from, or allegedly contained in or omitted from, the Pricing SupplementIndemnification Documents, any Company Additional Written Communication or then, at the Final Offering Memorandum option of the Representative, RRI (or any amendment or supplement thereto). The indemnity agreement set forth in lieu of Escrow Issuer) agrees to provide the indemnification provided in this Section 8(a7(a) shall be only to the extent of such Losses, (ii) any Losses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission in addition any information relating solely to Mirant (in the good faith determination of the Representative (after consultation with outside counsel to the Representative) in the absence of any liabilities final judgment of a court) contained in or omitted from, or allegedly contained in or omitted from, the Indemnification Documents, then, at the option of the Representative, Mirant (in lieu of Escrow Issuer) agrees to provide the indemnification provided in this Section 7(a) only to the extent of such Losses, or (iii) (x) any Losses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission in any information relating neither solely to RRI nor solely to Mirant and (y) Escrow Issuer’s indemnification under this Section 7(a) is insufficient in respect of such Losses, then RRI agrees to provide indemnification of 50% of the remaining balance of such Losses and Mirant agrees to provide indemnification of the other 50% of such balance (it being understood that the Company may otherwise haveindemnification is this clause (iii) is not joint and several and RRI shall have no liability for Mirant’s failure to fully indemnify under this clause (iii) and Mirant shall have no liability for RRI’s failure to fully indemnify under this clause (iii)).

Indemnification of the Initial Purchasers. Each of the Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in is otherwise expressly permitted under Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBofAS) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company or any Guarantor or any of their respective agents or representatives by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written WEST/293596792 Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, employees and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act against any lossand all losses, claimclaims, damagedamages and liabilities, liability joint or expenseseveral (including any reasonable investigation, as incurredlegal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which such Initial Purchaserthey, Affiliateor any of them, director, officer, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense (or actions in respect thereof as contemplated below) arises liabilities arise out of or is are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Final Offering Memorandum (or any amendment or supplement thereto), any amendment thereof or supplement thereto, or in any Blue Sky application or other information or other documents executed by the Company filed in any state or other jurisdiction to qualify any or all of the Securities under the securities laws thereof (any such application, document or information being hereinafter referred to as a “Blue Sky Application”) or arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing such indemnity agreement shall not apply, with respect inure to an the benefit of any Initial Purchaser (or any person controlling such Initial Purchaser) on account of any losses, claims, damages or liabilities arising from the sale of the Securities to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any person by such Initial Purchaser if such untrue statement or omission or alleged untrue statement or omission was made in such Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show or alleged omission made the Offering Memorandum or such amendment or supplement thereto, or in any Blue Sky Application in reliance upon and in conformity with written information furnished to by any Initial Purchaser, it being understood and agreed that the Company only such information furnished by or on behalf of such any Initial Purchaser through consists of the Representative expressly for use information described as such in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)Section 7(b) hereof. The This indemnity agreement set forth in this Section 8(a) shall will be in addition to any liabilities that liability which the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, of the Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any Initial Purchaser (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which Act) such Initial Purchaser, Affiliatefrom and against any and all losses, directorclaims, officerdamages and liabilities (including, employee without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or controlling person may become subjectproceeding or any claim asserted, under the Securities Actas such fees and expenses are incurred), the Exchange Act joint or other federal or state statutory law or regulationseveral, that arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below; provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplementindemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any Company Additional Written Communication such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the Final fact that both (i) to the extent required by applicable law, a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or any amendment or supplement thereto). The indemnity agreement set forth omission from such Preliminary Offering Memorandum was corrected in this Section 8(a) shall be the Offering Memorandum unless, in addition either case, such failure to any liabilities that deliver the Offering Memorandum was a result of non-compliance by the Company may otherwise havewith the provisions of Section 4 hereof.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, of the Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, officers, directors, officers and employees, representatives and agents and each person, if any, who controls any such Initial Purchaser within the meaning of either Section 15 of the Securities Act and or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, any legal or expenseother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the caused by any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein; provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplementindemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any Company Additional Written Communication such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the Final fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or any amendment given to such person at or supplement thereto). The indemnity agreement set forth prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in this Section 8(a) shall be or omission from such Preliminary Offering Memorandum was corrected in addition the Offering Memorandum unless, in either case, such failure to any liabilities that deliver the Offering Memorandum was a result of non-compliance by the Company may otherwise havewith the provisions of Section 4 hereof.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act against any loss, claim, damage, liability damage or expenseliability, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated belowthereof) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses reasonably incurred (including the reasonable fees and disbursements of counsel chosen by the RepresentativeBAS and JPM) as and to the extent such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, damage or liability or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Initial Purchasers expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto); and provided, further, that with respect to any Preliminary Offering Memorandum, the foregoing indemnity agreement shall not inure to the benefit of any Initial Purchaser from whom the person asserting any loss, claim, damage, liability or expense purchased Debentures, or any person controlling such Initial Purchaser, if copies of the Final Offering Memorandum were timely delivered to such Initial Purchaser pursuant to Section 2 and a copy of the Final Offering Memorandum (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Initial Purchaser to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Debentures to such person, and if the Final Offering Memorandum (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantorthe Guarantors agree, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers officers, employees, agents and employeesaffiliates, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee employee, agent, affiliate or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser Purchaser, its directors, officers, employees, agents, affiliates and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including including, subject to Section 9(c), the reasonable fees and disbursements of counsel chosen by the RepresentativeXxxxxxx Xxxxx) as such expenses are reasonably incurred by such Initial Purchaser Purchaser, or its directors, officers, employees, agents and affiliates or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company Issuer and each Guarantorthe Guaran- tors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffil- iates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser Pur- chaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officerof- ficer, employee or controlling person may become subject, under the Securities Act, the Exchange Ex- change Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Issuer), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pric- ing Supplement, any Company Additional Written Communication or the Final Offering Memo- randum (or any amendment or supplement thereto), or the omission or alleged omission there- from of a material fact necessary in order to make the statements therein, in the light of the cir- cumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or con- trolling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing in- demnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, dam- age, liability or expense to the extent, but only to the extent, arising out of or based upon any un- true statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuer by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pric- ing Supplement, any Company Additional Written Communication or the Final Offering Memo- randum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Issuer may otherwise have. (b) Indemnification of the Issuer and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, each Guarantor, each of their respective directors and each person, if any, who controls the Issuer or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Issuer, any Guarantor or any such director or con- trolling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contem- plated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse , in each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense case to the extent, but only to the extent, arising out of or based upon any 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 Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.in

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, agents, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Preliminary Offering Memorandum, the Pricing SupplementFinal Offering Memorandum, any Company Additional Written Communication the Disclosure Package or the Final Offering Memorandum investor presentation attached hereto as Exhibit D (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser Purchaser, its officers, directors, employees, agents and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBAS) as such expenses are reasonably incurred by such Initial Purchaser Purchaser, its officers, directors, employees, agents or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum or the Disclosure Package (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum or any information provided by the Company to any Holder or prospective purchaser of Securities pursuant to Section 3(h) (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeNationsBanc Xxxxxxxxxx Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Initial Purchaser through the Representative Purchasers expressly for use in the any Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto)) and provided further, that the Company will not be liable to the Initial Purchasers or any person controlling the Initial Purchasers or any of their respective affiliates, directors, officers, agents, representatives or employees with respect to any such untrue statement or omission made in the Preliminary Offering Memorandum that is corrected in the final Offering Memorandum (or any amendment or supplement thereto) if (i) the person asserting any such loss, claim, damage or liability purchased Securities from the Initial Purchasers in reliance upon the Preliminary Offering Memorandum but was not delivered or sent a copy of the final Offering Memorandum (as amended or supplemented) at or prior to the written confirmation of the sale of such Securities to such person, unless such failure to deliver or send the final Offering Memorandum (as amended or supplemented) was a result of noncompliance by the Company with Section 3(c) of this Agreement and (ii) it shall have been determined that the Initial Purchasers, and each such controlling person, if any, would not have incurred such losses, claims, damages or liabilities had the final Offering Memorandum been delivered or sent. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

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

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee perform its obligations hereunder or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionunder law; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto); provided, further, that with respect to any Preliminary Offering Memorandum, the foregoing indemnity agreement shall not inure to the benefit of any Initial Purchaser from whom the person asserting any loss, claim, damage, liability or expense purchased Debentures, or any person controlling such Initial Purchaser, if copies of the Final Offering Memorandum were timely delivered to such Initial Purchaser pursuant to Section 2 and a copy of the Final Offering Memorandum (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Initial Purchaser to such person, at or prior to the written confirmation of the sale of the Debentures to such person, and if the Final Offering Memorandum (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense; and provided, further, that nothing in this Section 7(a) shall obligate the Company to indemnify any Initial Purchaser, its directors, officers and employees and controlling persons, who has failed or refused to purchase Debentures which they have agreed to purchase on the First Closing Date or the Second Closing Date, as the case may be. The indemnity agreement set forth in this Section 8(a7(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in is otherwise permitted under Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of one counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Initial Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers officers, employees and employees, and agents each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act and each Affiliate of any Initial Purchaser who has participated in the transactions contemplated by this Agreement (each such affiliate, a “Participating Affiliate”) against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or employee, agent, controlling person or Participating Affiliate may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated belowthereof) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or employee, agent, controlling person or Participating Affiliate for any and all expenses (including the fees and disbursements of counsel chosen by the Representativecounsel) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or employee, agent, controlling person or Participating Affiliate in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionaction (whether or not such Initial Purchaser, director, officer, employee, controlling person, or Participating Affiliate is a party thereto and whether threatened or commenced; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, of the Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates that assist in the distribution of the Securities, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser either directly or through the Representative expressly for use therein; provided, that with respect to any such actual or alleged untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplementindemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that any such loss, any Company Additional Written Communication claim, damage or liability results from the Final fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or any amendment or supplement thereto). The indemnity agreement set forth omission from such Preliminary Offering Memorandum was corrected in this Section 8(a) shall be the Offering Memorandum unless, in addition either case, such failure to any liabilities that deliver the Offering Memorandum was a result of non-compliance by the Company may otherwise havewith the provisions of Section 4(a) hereof.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse , in each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum subsection (or any amendment or supplement thereto)b) below. The indemnity agreement set forth in Company further agrees to reimburse any stamp tax payable upon presentation for enforcement of this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveAgreement.

Indemnification of the Initial Purchasers. Each of the Company Issuers and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under Section 15 of the Securities Act, Section 20 of the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Issuers), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum Circular (or any amendment or supplement theretothereto (including, for the avoidance of doubt, any Updated Offering Circular as defined in Section 10 hereof)), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representativecounsel) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such any Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum Circular (or any amendment or supplement theretothereto (including, for the avoidance of doubt, any Updated Offering Circular as defined in Section 10 hereof)). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Issuers may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, of the Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse , in each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use therein. (b) Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or on behalf any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities , it being understood and agreed that the Company may otherwise have.only such information consists of the following information in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the third paragraph, (ii) the fourth and fifth sentences of the

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require effected without the written consent of the Company as contemplated in accordance with Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBanc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Initial Purchaser through the Representative Purchasers expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal federal, provincial, territorial or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementDisclosure Package, any Company Additional Written Communication or Communication, the Final Offering Memorandum or any other written information used by or on behalf of the Company in connection with the offer and sale of the Securities (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of outside counsel chosen by the RepresentativeXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Initial Purchaser through the Representative Purchasers expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementDisclosure Package, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) 8 shall be in addition to any liabilities that the Company or the Guarantors may otherwise have.

Indemnification of the Initial Purchasers. Each Merger Sub agrees and, upon execution of the Joinder Agreement, the Company and each Guarantor, of the Guarantors jointly and severallyseverally agree, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse , in each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to Merger Sub or the Company in writing by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise havetherein.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers officers, employees and employeesagents, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Disclosure Package, the Final Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or information contained in the Final Offering Memorandum Term Sheet or any other written information used by or on behalf of the Company in connection with the offer or sale of the Notes (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser Purchaser, its officers, directors, employees, agents and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBAS) as such expenses are reasonably incurred by such Initial Purchaser Purchaser, or its officers, directors, employees, agents or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company and the Guarantors by any Initial Purchaser through BAS expressly for use in the Disclosure Package, the Final Offering Memorandum, the Final Term Sheet or any other written information used by or on behalf of such Initial Purchaser through the Representative expressly for use Company in connection with the Preliminary Offering Memorandum, offer or sale of the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum Notes (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company and the Guarantors may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, of the Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein; provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplementindemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any Company Additional Written Communication such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the Final fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or any amendment given to such person at or supplement thereto). The indemnity agreement set forth prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in this Section 8(a) shall be or omission from such Preliminary Offering Memorandum was corrected in addition the Offering Memorandum unless, in either case, such failure to any liabilities that deliver the Offering Memorandum was a result of non-compliance by the Company may otherwise havewith the provisions of Section 4 hereof.

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

Indemnification of the Initial Purchasers. Each of the Company and each the Initial Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in is otherwise permitted by Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company or the Initial Guarantor may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantorthe Guarantors, jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act and each affiliate of any Initial Purchaser within the meaning of Rule 405 under the Securities Act from and against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee Purchaser or such controlling person or affiliate may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person or affiliate for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBanc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person or affiliate in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Initial Purchaser through the Representative Purchasers expressly for use in the any Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto); provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 3 hereof. The indemnity agreement set forth in this Section 8(a) 8 shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each GuarantorPartnership Parties, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, the directors, officers and employeesemployees of each Initial Purchaser, each Affiliate of any Initial Purchaser who participated or is alleged to have participated in the distribution of the Securities, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Parent Guarantor), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeXxxxxxx Xxxxx) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuers and the Parent Guarantor by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Partnership Parties may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act (each an “Initial Purchaser Indemnitee”) against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person Purchaser Indemnitee may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in is otherwise permitted under Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person Indemnitee for any and all out-of-pocket expenses (including the fees and disbursements of one external counsel chosen by the Representative) as such expenses are reasonably incurred and documented by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person Indemnitee in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each Escrow Issuer agrees (it being understood that, after the Mergers, GenOn will assume all of the Company and each Guarantor, jointly and severally, agrees obligations of Escrow Issuer) to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Initial Purchaser Indemnified Person”), from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act) (collectively, the Exchange Act or other federal or state statutory law or regulation“Losses”), that arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Escrow Written Communication, RRI Written Communication, Mirant Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)) (collectively, the “Indemnification Documents”) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse , in each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company Escrow Issuer, RRI and Mirant in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein; provided, however, that, if, prior to the closing of the Merger, (i) any Losses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission in any information relating solely to RRI (in the Preliminary Offering Memorandumgood faith determination of the Representative (after consultation with outside counsel to the Representative) in the absence of any final judgment of a court) contained in or omitted from, or allegedly contained in or omitted from, the Pricing SupplementIndemnification Documents, any Company Additional Written Communication or then, at the Final Offering Memorandum option of the Representative, RRI (or any amendment or supplement thereto). The indemnity agreement set forth in lieu of Escrow Issuer) agrees to provide the indemnification provided in this Section 8(a7(a) shall be only to the extent of such Losses, (ii) any Losses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission in addition any information relating solely to Mirant (in the good faith determination of the Representative (after consultation with outside counsel to the Representative) in the absence of any liabilities final judgment of a court) contained in or omitted from, or allegedly contained in or omitted from, the Indemnification Documents, then, at the option of the Representative, Mirant (in lieu of Escrow Issuer) agrees to provide the indemnification provided in this Section 7(a) only to the extent of such Losses, or (iii) (x) any Losses arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission in any information relating neither solely to RRI nor solely to Mirant and (y) Escrow Issuer’s indemnification under this Section 7(a) is insufficient in respect of such Losses, then RRI agrees to provide indemnification of 50% of the remaining balance of such Losses and Mxxxxx agrees to provide indemnification of the other 50% of such balance (it being understood that the Company may otherwise haveindemnification is this clause (iii) is not joint and several and RRI shall have no liability for Mirant’s failure to fully indemnify under this clause (iii) and Mirant shall have no liability for RRI’s failure to fully indemnify under this clause (iii)).

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers officers, employees and employeesagents, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company Additional Written Communication in connection with the offer or sale of the Final Offering Memorandum Notes (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser Purchaser, its officers, directors, employees, agents and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser Purchaser, or its officers, directors, employees, agents or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such any Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company Additional Written Communication in connection with the offer or sale of the Final Offering Memorandum Notes (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, of the Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesselling agents, directorsits affiliates, officers and employees, directors and officers and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages, liability liabilities and expenses (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) and, subject to Section 7(c), to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, agents, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company Additional Written Communication in connection with the offer or sale of the Final Offering Memorandum Notes (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to reimburse each Initial Purchaser Purchaser, its officers, directors, employees, agents and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser Purchaser, its officers, directors, employees, agents or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company Additional Written Communication in connection with the offer or sale of the Final Offering Memorandum Notes (or any amendment or supplement theretoto the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesdirectors, directorsaffiliates, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication (when taken together with the Pricing Disclosure Package) or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each GuarantorPartnership Parties, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and officers, employees, selling agents and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such the Initial Purchaser, Affiliate, director, officer, employee employee, selling agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in otherwise permitted by Section 8(d)) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or including the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee employee, selling agent or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee employee, selling agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementDisclosure Package, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Partnership Parties may otherwise have.

Indemnification of the Initial Purchasers. Each of The Issuer and the Company and each GuarantorGuarantors, will jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Issuer), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Issuer may otherwise have.

Indemnification of the Initial Purchasers. Each The Escrow Issuer, and, upon execution of a Joinder Agreement on the Merger Date, the Company and each Guarantor, of the Guarantors that has executed and delivered a Joinder Agreement jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Issuer), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeXxxxxxx Xxxxx) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Escrow Issuer or the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Issuer may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to will indemnify and hold harmless each Initial Purchaser, its Affiliatespartners, members, directors, officers and officers, employees, agents, affiliates and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, a “Company Indemnified Party”), against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person Company Indemnified Party may become subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplementany other Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and to will reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person Company Indemnified Party for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person Company Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or actionproceeding whatsoever (whether or not such Company Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the foregoing indemnity agreement shall Company will not apply, with respect be liable in any such case to an Initial Purchaser, to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of such any Initial Purchaser through the Representative expressly specifically for use in the Preliminary Offering Memorandumtherein, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities it being understood and agreed that the Company may otherwise haveonly such information furnished by any Initial Purchaser consists of the information described as such in paragraph (b) below.

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

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantorthe Guarantors, jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and officers, employees, affiliates and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act (collectively, the “Initial Purchaser Indemnified Parties” and each, an “Initial Purchaser Indemnified Party”) against any loss, claim, damage, liability or expense, as incurredincurred (collectively, “Losses” and each, a “Loss”), to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Communication, the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person Purchasers Indemnified Party for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense Loss or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such any Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Communication, the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company or the Guarantors may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or upon any inaccuracy in the representations and warranties of the Company contained herein and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBAS) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto); and provided, further, that with respect to any Preliminary Offering Memorandum, the foregoing indemnity agreement shall not inure to the benefit of any Initial Purchaser from whom the person asserting any loss, claim, damage, liability or expense purchased Notes, or any person controlling such Initial Purchaser, if copies of the Final Offering Memorandum were timely delivered to the Initial Purchaser pursuant to Section 2 and a copy of the Final Offering Memorandum (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Initial Purchaser to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Notes to such person, and if the Final Offering Memorandum (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use therein; provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplementindemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any Company Additional Written Communication such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the Final fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or any amendment given to such person at or supplement thereto). The indemnity agreement set forth prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in this Section 8(a) shall be or omission from such Preliminary Offering Memorandum was corrected in addition the Offering Memorandum unless, in either case, such failure to any liabilities that deliver the Offering Memorandum was a result of non-compliance by the Company may otherwise havewith the provisions of Section 4 hereof.

Indemnification of the Initial Purchasers. Each of the Company and each GuarantorPartnership Parties, jointly and severally, agrees to will indemnify and hold harmless each Initial Purchaser, its Affiliatesofficers, directors, officers and employees, agents, partners, members, directors and its affiliates and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person Indemnified Party may become subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication General Disclosure Package or the Final Offering Memorandum (Memorandum, in each case as amended or supplemented, or any amendment or supplement thereto)Issuer Free Writing Communication, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and to will reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person Indemnified Party for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person Indemnified Party in connection with investigating, defending, settling, compromising preparing or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or actionproceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the foregoing indemnity agreement shall Partnership Parties will not apply, with respect be liable in any such case to an Initial Purchaser, to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such Initial Purchaser through the Representative expressly Representatives specifically for use in the Preliminary Offering Memorandumtherein, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities it being understood and agreed that the Company may otherwise haveonly such information consists of the information described as such in subsection (b) below.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantorthe Guarantors will, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesofficers, directors, officers and employees, agents, partners, members, directors and its affiliates and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each, a “Company Indemnified Party”), against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person Company Indemnified Party may become subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementTime of Sale Information, any Company Additional Issuer Written Communication (including, without limitation, any electronic road show and the accompanying audio recording) or the Final Offering Memorandum (or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and to will reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person Company Indemnified Party for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person Company Indemnified Party in connection with investigating, defending, settling, compromising preparing or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or actionproceeding whatsoever (whether or not such Company Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the foregoing indemnity agreement shall Company and the Guarantors will not apply, with respect be liable in any such case to an Initial Purchaser, to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of such any Initial Purchaser through the Representative expressly specifically for use in the Preliminary Offering Memorandumtherein, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities it being understood and agreed that the Company may otherwise haveonly such information consists of the information described as such in subsection (b) below.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantor, jointly and severally, agrees to The Parent will indemnify and hold harmless each Initial Purchaser, its Affiliatespartners, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any losslosses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person Purchaser may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementDisclosure Package, any Company Additional Written Communication or Communication, the Final Offering Memorandum (Memorandum, or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; , and to will reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense liability or actionaction as such expenses are incurred; provided, however, that the foregoing indemnity agreement shall Parent will not apply, with respect be liable in any such case to an Initial Purchaser, to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company Parent by or on behalf of such any Initial Purchaser through the Representative expressly Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise haveTerms Agreement.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in is otherwise permitted under Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBofAS) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantor, Issuers jointly and severally, severally agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates that directly participate in the distribution of the Securities, directors, its directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company Merger Sub in writing by or on behalf of such Initial Purchaser through the Representative or its counsel expressly for use therein; provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplementindemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any Company Additional Written Communication such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the Final fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or any amendment or supplement thereto). The indemnity agreement set forth omission from such Preliminary Offering Memorandum was corrected in this the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Issuers with the provisions of Section 8(a) shall be in addition to any liabilities that the Company may otherwise have4 hereof.

Indemnification of the Initial Purchasers. Each of the Company and each GuarantorPartnership Parties, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and officers, employees, selling agents and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such the Initial Purchaser, Affiliate, director, officer, employee employee, selling agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in otherwise permitted by Section 8(d)) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or including the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee employee, selling agent or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee employee, selling agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementDisclosure Package, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), which information consists solely of the information specified in the penultimate sentence of Section 8(b) hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Partnership Parties may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, its directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in otherwise permitted by Section 8(d)9(d) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above; provided that the Company shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)) or any Company Supplemental Disclosure Document. The indemnity agreement set forth in this Section 8(a9(a) shall be in addition to any liabilities that the Company and the Guarantors may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, of the Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse , in each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representative expressly for use in therein; provided that the obligations of the Acquired Guarantors under this Section 7(a) shall not arise until the execution and delivery by the Acquired Guarantors of the Joinder Agreement; provided, further, however, that the foregoing indemnity agreement with respect to the Preliminary Offering Memorandum (which for purposes of this proviso shall be deemed to include the Supplement dated January 27, 2006 to the Preliminary Offering Memorandum) shall not inure to the benefit of any Initial Purchaser from whom the person asserting any such losses, claims, damages or liabilities purchased Securities, or any person controlling such Initial Purchaser, where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the Time of Sale, the Pricing SupplementCompany had notified such Initial Purchaser that the Preliminary Offering Memorandum contained an untrue statement of material fact or omitted to state therein a material fact necessary in order to make the statements therein, any Company Additional in light of the circumstances under which they were made, not misleading, (ii) such untrue statement or omission of a material fact was corrected in a subsequent Time of Sale Information or, where permitted by law, an Issuer Written Communication and such correcting or supplementing Time of Sale Information or Issuer Written Communication was provided to such Initial Purchaser sufficiently in advance of the Final Offering Memorandum Time of Sale so that such correcting or supplementing Time of Sale Information or Issuer Written Communication could have been provided to such person prior to the Time of Sale, (iii) the Initial Purchaser did not send or any amendment give such correcting or supplement thereto). The indemnity agreement set forth in this Section 8(asupplementing Time of Sale Information or Issuer Written Communication to such person at or prior to the Time of Sale of the Securities to such person, and (iv) shall be in addition such loss, claim, damage or liability would not have occurred had the Initial Purchaser delivered such correcting or supplementing Time of Sale Information or Issuer Written Communication to any liabilities that the Company may otherwise havesuch person.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, directors and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damagedamage or liability (including, liability without limitation, any legal or expense, as incurred, other expenses reasonably incurred in connection with defending or investigating any such action or claim) to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee director or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee director or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeXxxxxxx Xxxxx) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee director or controlling person in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, damage or liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantor, The Issuers jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company Additional Written Communication in connection with the offer or sale of the Final Offering Memorandum Securities (or any amendment or supplement theretoto the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinfact, in the light of the circumstances under which they were made, in each case, necessary to make the statements therein not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBAS) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementFinal Offering Memorandum, the Final Term Sheet, any Issuer Written Information or any other written information used by or on behalf of the Company Additional Written Communication in connection with the offer or sale of the Final Offering Memorandum Securities (or any amendment or supplement theretoto the foregoing). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Issuers may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and officers, employees, affiliates and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act (collectively, the “Initial Purchaser Indemnified Parties” and each, an “Initial Purchaser Indemnified Party”) against any loss, claim, damage, liability or expense, as incurredincurred (collectively, “Losses” and each, a “Loss”), to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense Loss (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Communication, the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person Indemnified Party for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeRepresentatives) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense Loss or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such any Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Communication, the Pricing Disclosure Package or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering MemorandumCircular, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum Circular (or any amendment or supplement thereto), ) or (ii) the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeXxxxxxx, Sachs & Co.) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering MemorandumCircular, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum Circular (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Securities have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeBanc of America Securities LLC) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each The Issuer as of the Company date hereof agrees, and upon execution and delivery of the Joinder Agreement, the Company, Partners and each Guarantor, hereby agree, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, employees and each person, if any, who controls any such Initial Purchaser Purchasers within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or expense, as incurredaction relating to purchases and sales of Notes), to which such the Initial Purchaser, Affiliate, Purchasers or any director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) action arises out of of, or is based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Free Writing Offering Document, the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Disclosure Package or the Final Offering Memorandum (or in any amendment or supplement thereto, (B) in any Blue Sky application or other document prepared or executed by the Company, Partners or any Guarantor (or based upon any written information furnished by the Issuer, the Company, Partners or any Guarantor) specifically for the purpose of qualifying any or all of the Notes under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”) or (C) in any materials or information provided to investors by, or with the approval of, the Issuer, the Company or Partners in connection with the marketing of the offering of the Notes (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Issuer, the Company or Partners (whether in person or electronically), or (ii) the omission or alleged omission therefrom of a to state in any Free Writing Offering Document, the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or in any amendment or supplement thereto, or in any Blue Sky Application or in any Marketing Materials, any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and to shall reimburse each the Initial Purchaser Purchasers and each such Affiliate, director, officer, employee or controlling person promptly upon demand for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such the Initial Purchaser Purchasers or such Affiliate, any director, officer, employee or controlling person in connection with investigating, defendingdefending or preparing to defend against, settling, compromising or paying participating as a third party witness with respect to any such loss, claim, damage, liability, expense liability or actionaction as such expenses are incurred; provided, however, that the foregoing indemnity agreement Issuer, the Company, Partners and the Guarantors shall not apply, with respect be liable in such case to an Initial Purchaser, to any the extent that such loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon action resulted directly from any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Memorandum, the Pricing Disclosure Package or Offering Memorandum, or in any such amendment or supplement thereto, or in any Blue Sky Application or in any Marketing Materials, in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering MemorandumIssuer, the Pricing SupplementCompany or Partners by the Initial Purchasers specifically for inclusion therein, any Company Additional Written Communication or which information consists solely of the Final Offering Memorandum (or any amendment or supplement theretoinformation specified in Section 9(e). The foregoing indemnity agreement set forth in this Section 8(a) shall be is in addition to any liabilities liability that the Company Issuer, the Company, Partners or the Guarantors may otherwise havehave to the Initial Purchasers or to any director, officer, employee or controlling person of the Initial Purchasers.

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

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, of the Guarantors jointly and severally, agrees severally agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates that assist in the distribution of Securities, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), ) or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser either directly or through the Representative expressly for use therein; provided, that with respect to any such actual or alleged untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplementindemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any Company Additional Written Communication such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the Final fact that both (i) a copy of the Offering Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or any amendment or supplement thereto). The indemnity agreement set forth omission from such Preliminary Offering Memorandum was corrected in this Section 8(a) shall be the Offering Memorandum unless, in addition either case, such failure to any liabilities that deliver the Offering Memorandum was a result of non-compliance by the Company may otherwise havewith the provisions of Section 4(a) hereof.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementDisclosure Package, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; misleading and to reimburse each such Initial Purchaser and each such AffiliatePurchaser, affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of one counsel chosen by the RepresentativeRepresentative (in addition to one local counsel for each additional jurisdiction)) as such expenses are reasonably incurred by such Initial Purchaser or such AffiliatePurchasers, affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or Banc of America Securities LLC on behalf of such the Initial Purchaser through the Representative Purchasers expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementDisclosure Package, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment thereof or supplement thereto)) it being understood and agreed that the only such information furnished by the Initial Purchasers consists of the information set forth in Schedule E hereof. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company The Issuer and each Guarantor, jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, employees and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other national, federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does Issuer (not require the consent of the Company as contemplated in Section 8(dto be unreasonably withheld)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) ), joint or several, arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any of the Preliminary Offering Memorandum, the Pricing Supplementany other Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeInitial Purchasers) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability liability, expense or expense action to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementTime of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) (which information consists solely of the information described in Section 13(a) hereof). The indemnity agreement set forth in this Section 8(a6(a) shall be in addition to any liabilities that the Company Issuer or the Guarantors may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, and each of their respective directors, officers and partners, officers, employees, affiliates and agents of each Initial Purchaser and each person, if any, person who controls any Initial Purchaser within the meaning of either the Securities Act and or the Exchange Act against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Initial Purchaser, Affiliate, director, officer, employee they or controlling person any of them may become subject, subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d))otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense (liabilities or actions in respect thereof as contemplated below) arises arise out of or is are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing SupplementDisclosure Package, the Final Memorandum, any Company Additional Issuer Written Communication or any other written information used by or on behalf of the Final Offering Memorandum (Company in connection with the offer or sale of the Securities, or in any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and agrees to reimburse each Initial Purchaser and each such Affiliateindemnified party, directoras incurred, officer, employee or controlling person for any and all legal or other expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person it in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense liability or action; provided, however, that the foregoing indemnity agreement shall Company will not apply, with respect be liable in any such case to an Initial Purchaser, to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Memorandum, the Disclosure Package or the Final Memorandum, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Company, by or on behalf of such any Initial Purchaser through the Representative expressly specifically for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto)inclusion therein. The This indemnity agreement set forth in this Section 8(a) shall will be in addition to any liabilities liability that the Company may otherwise have.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, directors and officers and employees, and each person, if any, who controls any such Initial Purchaser within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any lossand all losses, claimclaims, damagedamages and liabilities (including, liability without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred), to which such Initial Purchaserjoint or several, Affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationthat arise out of, or at common law or otherwise (including in settlement of any litigationare based upon, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), or the any omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by such Initial Purchaser or such Affiliatebased upon, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to any Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser through the Representative Representatives expressly for use therein; provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the Pricing Supplementindemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any Company Additional Written Communication such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the Final fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or any amendment given to such person at or supplement thereto). The indemnity agreement set forth prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in this Section 8(a) shall be or omission from such Preliminary Offering Memorandum was corrected in addition the Offering Memorandum unless, in either case, such failure to any liabilities that deliver the Offering Memorandum was a result of non-compliance by the Company may otherwise havewith the provisions of Section 4 hereof.

Indemnification of the Initial Purchasers. Each of The Issuer and the Company and each GuarantorGuarantors, will jointly and severally, agrees agree to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Issuer), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering MemorandumCircular, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum Circular (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering MemorandumCircular, the Pricing Supplement, any Company Issuer Additional Written Communication or the Final Offering Memorandum Circular (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company Issuer may otherwise have.

Indemnification of the Initial Purchasers. Each of the Company and each Guarantorthe Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliatesaffiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliateaffiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in otherwise permitted under Section 8(d)) hereof), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse each Initial Purchaser and each such Affiliateaffiliate, director, officer, employee or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by the RepresentativeXxxxxxx Xxxxx) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliateaffiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise havehave to each Initial Purchaser and each such affiliate, director, officer, employer or controlling person.

Indemnification of the Initial Purchasers. Each of the The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its Affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, Affiliate, director, officer, employee Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is either effected with the written consent of the Company or does not require the consent of the Company as contemplated in Section 8(d)Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to . The Company will reimburse each Initial Purchaser and each such Affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the RepresentativeCitigroup) as such expenses are reasonably incurred by such Initial Purchaser or such Affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising settling or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Initial Purchaser through the Representative Purchasers expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The Company hereby acknowledges that the only information that the Initial Purchasers have furnished to the Company expressly for use in the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in Schedule B. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.