sale of any Securities in circumstances in
which section 21(1) of the FSMA does not apply to the Company; and
(E)
the Initial Purchasers have complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in
relation to the Securities in, from otherwise involving the United Kingdom.
Terms used in this Section 5(b)(iii) (other than capitalized terms defined in
this Agreement) have the meanings given to them by Regulation S.
(IV)
THE SOURCE OF FUNDS BEING USED BY IT TO ACQUIRE THE ORIGINAL NOTES
DOES NOT INCLUDE THE ASSETS OF ANY "EMPLOYEE BENEFIT PLAN" (WITHIN THE MEANING
OF SECTION 3 OF ERISA) OR ANY "PLAN" (WITHIN THE MEANING OF SECTION 4975 OF THE
CODE).
The Initial Purchasers understand that the Issuers and, for purposes of the
opinions to be delivered to them pursuant to Section 8 hereof, counsel to the
Issuers and counsel to the Initial Purchasers will rely upon the accuracy and
truth of the foregoing representations, and the Initial Purchasers hereby
consent to such reliance.
21
6.
INDEMNIFICATION.
(A)
EACH OF THE ISSUERS, JOINTLY AND
SEVERALLY, AGREES TO INDEMNIFY AND HOLD HARMLESS THE INITIAL PURCHASERS, EACH
PERSON, IF ANY, WHO CONTROLS THE INITIAL PURCHASERS WITHIN THE MEANING OF
SECTION 15 OF THE ACT OR SECTION 20(A) OF THE EXCHANGE ACT, THE AGENTS,
EMPLOYEES, OFFICERS AND DIRECTORS OF THE INITIAL PURCHASERS AND THE AGENTS,
EMPLOYEES, OFFICERS AND DIRECTORS OF ANY SUCH CONTROLLING PERSON FROM AND
AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES AND EXPENSES WHATSOEVER
(INCLUDING, BUT NOT LIMITED, TO REASONABLE ATTORNEYS' FEES AND ANY AND ALL
REASONABLE EXPENSES WHATSOEVER INCURRED IN INVESTIGATING, PREPARING OR DEFENDING
AGAINST ANY LITIGATION, COMMENCED OR THREATENED, OR ANY CLAIM WHATSOEVER, AND
ANY AND ALL REASONABLE AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM OR LITIGATION)
(COLLECTIVELY, "LOSSES") TO WHICH THEY OR ANY OF THEM MAY BECOME SUBJECT UNDER
THE ACT, THE EXCHANGE ACT OR OTHERWISE INSOFAR AS SUCH LOSSES (OR ACTIONS IN
RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR ALLEGED
UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN THE PRELIMINARY OFFERING
MEMORANDUM OR THE OFFERING MEMORANDUM, OR IN ANY SUPPLEMENT THERETO OR AMENDMENT
THEREOF, OR ARISE OUT OF OR ARE BASED UPON THE OMISSION OR ALLEGED OMISSION TO
STATE THEREIN A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED,
HOWEVER, THAT THE ISSUERS WILL NOT BE LIABLE IN ANY SUCH CASE TO THE EXTENT, BUT
ONLY TO THE EXTENT, THAT ANY SUCH LOSS ARISES OUT OF OR IS BASED UPON ANY SUCH
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION
MADE THEREIN IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION
RELATING TO THE INITIAL PURCHASERS FURNISHED TO THE COMPANY OR ITS
REPRESENTATIVES BY OR ON BEHALF OF THE INITIAL PURCHASERS EXPRESSLY FOR USE
THEREIN; PROVIDED, HOWEVER, THAT THE ISSUERS SHALL NOT BE LIABLE TO ANY INITIAL
PURCHASER WITH RESPECT TO