COUNTING AND PACKAGING) OF SUCH COPIES OF EACH PRELIMINARY OFFERING MEMORANDUM,
THE OFFERING MEMORANDUM AND ALL AMENDMENTS OR SUPPLEMENTS TO ANY OF THEM AS MAY
BE REQUESTED FOR USE IN CONNECTION WITH THE OFFERING AND SALE OF THE NOTES AND
THE EXEMPT RESALES; (VI) THE PREPARATION, PRINTING, AUTHENTICATION, ISSUANCE AND
DELIVERY OF CERTIFICATES FOR THE NOTES, INCLUDING ANY STAMP TAXES IN CONNECTION
WITH THE ORIGINAL ISSUANCE AND SALE OF THE NOTES; (VII) THE FEES, DISBURSEMENTS
AND EXPENSES OF THE COMPANY'S AND THE GUARANTOR'S COUNSEL (INCLUDING LOCAL AND
SPECIAL COUNSEL, IF ANY) AND ACCOUNTANTS, (VIII) ALL FEES AND EXPENSES
(INCLUDING FEES AND EXPENSES OF COUNSEL) OF THE COMPANY AND THE GUARANTOR IN
CONNECTION WITH THE APPROVAL OF THE NOTES BY DTC FOR "BOOK-ENTRY" TRANSFER;
(IX) ANY FEES CHARGED BY INVESTMENT RATING AGENCIES FOR THE RATING OF THE NOTES;
(X) THE FEES AND EXPENSES OF THE TRUSTEE AND ITS COUNSEL; (XI) ALL EXPENSES
INCURRED IN CONNECTION WITH THE PERFORMANCE BY THE COMPANY AND THE GUARANTOR OF
THEIR OTHER OBLIGATIONS UNDER THIS
24
Agreement and the other Offering Documents; (xii) the transportation and other
"roadshow" expenses incurred by or on behalf of the Company representatives in
connection with presentations to and related communications with prospective
purchasers of the Notes; and (xiii) all expenses and listing fees incurred in
connection with the application for quotation of the Notes on the PORTAL Market.
8.
INDEMNIFICATION.
(A)
THE COMPANY AND THE GUARANTOR, JOINTLY AND
SEVERALLY, SHALL INDEMNIFY AND HOLD HARMLESS (I) EACH INITIAL PURCHASER,
(II) EACH PERSON, IF ANY, WHO CONTROLS AN INITIAL PURCHASER WITHIN THE MEANING
OF SECTION 15 OF THE ACT OR SECTION 20(A) OF THE EXCHANGE ACT, AND (III) THE
RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, REPRESENTATIVES AND AGENTS
OF THE INITIAL PURCHASERS OR ANY CONTROLLING PERSON, FROM AND AGAINST ANY AND
ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES AND EXPENSES AS INCURRED (INCLUDING BUT
NOT LIMITED TO ATTORNEYS' FEES AND OTHER EXPENSES INCURRED IN INVESTIGATING,
PREPARING OR DEFENDING AGAINST ANY INVESTIGATION OR LITIGATION, COMMENCED OR
THREATENED, AND AMOUNTS PAID IN SETTLEMENT OF ANY CLAIM OR LITIGATION), JOINT OR
SEVERAL, TO WHICH THEY OR ANY OF THEM MAY BECOME SUBJECT UNDER THE ACT, THE
EXCHANGE ACT OR OTHERWISE, INSOFAR AS SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES
OR EXPENSES (OR ACTIONS IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED UPON (A)
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 (B) THE OMISSION OR ALLEGED OMISSION
TO STATE IN THE PRELIMINARY OFFERING MEMORANDUM OR THE OFFERING MEMORANDUM, OR
IN ANY SUPPLEMENT THERETO OR AMENDMENT THEREOF, A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED, HOWEVER,
THAT NEITHER THE COMPANY NOR THE GUARANTOR WILL BE LIABLE IN ANY SUCH CASE TO
THE EXTENT, BUT ONLY TO THE EXTENT, THAT ANY SUCH LOSS, LIABILITY, CLAIM, DAMAGE
OR EXPENSE