Common use of Indemnification of the Agent Clause in Contracts

Indemnification of the Agent. The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities 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 the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Agent consists of the information described as such in paragraph (b) below.

Indemnification of the Agent. The Company agrees to indemnify and hold harmless the Agent, its affiliatesofficers and employees, directors and officers and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Agent or such officer, employee or controlling person ACTIVE/112182650.6 ACTIVEUS 190056073v.6 may become subject, under the Securities Act, the Exchange Act, from and against other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any and all losseslitigation), claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or ; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or caused by any omission or alleged omission to state therein 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 (iii) any act or failure to act or any alleged act or failure to act by the Agent in connection with, or relating in any manner to, the Shares or 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) or (ii) above, provided that the Company shall not be liable under this clause (iii) 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 the Agent through its bad faith or willful misconduct, and to reimburse the Agent and each case except insofar such officer, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the Agent) as such lossesexpenses are reasonably incurred by the Agent or such officer, claimsemployee or controlling person in connection with investigating, damages defending, settling, compromising or liabilities arise paying any such loss, claim, damage, liability, expense or action; 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, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to the Agent furnished to the Company in writing by the Agent expressly for use thereinin the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent to the Company consists of the information described as such in paragraph subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agent. The Company agrees to indemnify and hold harmless the each Agent, its affiliates, directors and officers and each person, if any, who controls the such Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, from and 1934 Act as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim assertedexpense whatsoever, as such fees and expenses are incurred), joint or several, that arise arising out of, or are based upon, (i) any of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto) or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii) any arising out of an untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or caused by any omission or alleged omission to state therein 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) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case except insofar as such losses, claims, damages or liabilities arise out ofsettlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based uponupon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 5(d) hereof) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity does not apply to any loss, liability, claim, damage or expense to the extent arising out of (i) an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to the Agent furnished to the Company in writing by the Agent Agents concerning the Agents expressly for use thereinin the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that (ii) any use of the only such information furnished Prospectus by the Agent consists Agents to sell Notes or solicit offers for the purchase of Notes (x) after such time as the Company shall have provided written notice pursuant to Section 2(e) hereunder or Global Funding shall have provided written notice pursuant to Section 4(g) under the Distribution Agreement to the Agents to cease the sale of Notes and solicitation of offers for the purchase of Notes and (y) before such time as Global Funding and the Company shall have furnished the Agents with copies of such amendment or supplement to the Prospectus pursuant to Section 2(e) hereunder or Section 4(g) of the information described as Distribution Agreement or (iii) a claim for indemnity made under the Distribution Agreement, only to the extent such in paragraph (b) belowclaim has previously been satisfied by the Company pursuant to the terms of the Distribution Agreement.

Indemnification of the Agent. The Company agrees With respect to any series of Notes, Global Funding and the relevant Issuing Trust (only as to itself in connection with the issuance of its Notes and without respect to any other Issuing Trust) agree to indemnify and hold harmless the each applicable Agent, its affiliates, directors and officers and each person, if any, who controls the such Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, from and 1934 Act as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim assertedexpense whatsoever, as such fees and expenses are incurred), joint or several, that arise arising out of, or are based upon, (i) any of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto) or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii) any arising out of an untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the applicable Time of Sale Prospectus, the applicable Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus ) or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or caused by any omission or alleged omission to state therein 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) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case except insofar as such losses, claims, damages or liabilities arise out ofsettlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based uponupon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 10(d) hereof) any such settlement is effected with the written consent of Global Funding and the relevant Issuing Trust; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity does not apply to any loss, liability, claim, damage or expense to the extent arising out of (i) an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to the Agent furnished to the Company in writing Global Funding by the Agent applicable Agents concerning such Agents expressly for use thereinin the Registration Statement (or any amendment thereto) or any preliminary prospectus, it being understood and agreed that the only such information furnished applicable Time of Sale Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), (ii) any use of the Prospectus by the Agent consists Agents to sell Notes or solicit offers for the purchase of Notes (x) after such time as Global Funding shall have provided written notice pursuant to Section 4(f) hereunder or the Company shall have provided written notice pursuant to Section 2(f) of the information described Representations and Indemnity Agreement, to the Agents to cease the sale of Notes and solicitation of offers for the purchase of Notes and (y) before such time as the relevant Issuing Trust shall have advised such in paragraph Agent as the case may be, that such solicitation may be resumed or (biii) belowa claim for indemnity made under the Representations and Indemnity Agreement, only to the extent such claim has previously been satisfied by the Company pursuant to the terms of the Representations and Indemnity Agreement.

Indemnification of the Agent. The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors directors, agents, officers and officers employees, and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Agent or such affiliate, director, agent, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, from and against other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any and all losseslitigation), claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (A) (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, ; or (ii) any untrue statement or alleged untrue statement of a material fact contained included or incorporated by reference in the Prospectus or any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement theretoto the foregoing), any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or caused by any omission or alleged omission 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; or (iii) any act or failure to act or any alleged act or failure to act by the Agent in connection with, or relating in any manner to, the Ordinary Shares or 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) or (ii) above, or (B) the violation of any laws or regulations of foreign jurisdictions where Shares have been offered or sold; and to reimburse the Agent and each case except insofar such affiliate, director, agent, officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel) as such lossesexpenses are incurred by the Agent or such affiliate, claimsdirector, damages agent, officer, employee or liabilities arise 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 to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent in writing expressly for use thereinin the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent consists of the information described as such in paragraph (bSection 6(b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agent. The Company agrees to indemnify and hold harmless the Agent, its affiliatesofficers and employees, directors and officers and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Agent or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, from and against Canadian Securities Laws, other federal, provincial or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any and all losseslitigation), claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or ; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or caused by any omission or alleged omission to state therein 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 (iii) any act or failure to act or any alleged act or failure to act by the Agent in connection with, or relating in any manner to, the Common Shares or 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) or (ii) above, provided that the Company shall not be liable under this clause (iii) 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 an Agent through its bad faith, or willful misconduct, and to reimburse the Agent and each case except insofar such officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Agent) as such lossesexpenses are reasonably incurred by the Agent or such officer, claimsemployee or controlling person in connection with investigating, damages defending, settling, compromising or liabilities arise paying any such loss, claim, damage, liability, expense or action; 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, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to the Agent furnished to the Company in writing by the Agent expressly for use thereinin the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent to the Company consists solely of the information described as such name of the Agent. The indemnity agreement set forth in paragraph (bthis Section 6(a) belowshall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agent. The Company agrees to will indemnify and hold harmless the Agent, its affiliatespartners, directors and officers members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, from and an “Indemnified Party”), against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)liabilities, joint or several, that to which such Indemnified Party may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or caused by any Permitted Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding (ii) whether or not such Indemnified Party is a party thereto), whether threatened or commenced, with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light from any of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made documents in reliance upon and in conformity with any written information relating to the Agent furnished to the Company in writing by the Agent expressly specifically for use therein, it being understood and agreed that the only such information furnished by the Agent consists of the information described as such in paragraph subsection (b) below.

Indemnification of the Agent. The Company agrees to indemnify and hold harmless the Agent, its affiliatesofficers and employees, directors and officers and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Agent or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, from and against Canadian Securities Laws, other federal, provincial or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any and all losseslitigation), claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or ; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or caused by any omission or alleged omission to state therein 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 (iii) any act or failure to act or any alleged act or failure to act by the Agent in connection with, or relating in any manner to, the Common Shares or 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) or (ii) above, provided that the Company shall not be liable under this clause (iii) 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 an Agent through its bad faith, or willful misconduct, and to reimburse the Agent and each case except insofar such officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Agent) as such lossesexpenses are reasonably incurred by the Agent or such officer, claimsemployee or controlling person in connection with investigating, damages defending, settling, compromising or liabilities arise paying any such loss, claim, damage, liability, expense or action; 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, of or are based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to the Agent furnished to the Company in writing by the Agent expressly for use thereinin the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent to the Company consists solely of the information described as such names of the Agent. The indemnity agreement set forth in paragraph (bthis Section 6(a) belowshall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agent. The Company agrees to shall indemnify and hold harmless the Agent and its affiliates (collectively referred to as the “Agent” in this Section 6), its affiliatesand the directors, directors officers, employees, shareholders, counsel and officers and each person, if any, who controls agents of the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, liabilities, expenses and damages and liabilities (including, without limitation, any and all investigative, legal fees and other expenses reasonably incurred in connection with with, and any suitamount paid in settlement of, action any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under Securities Laws or other statutory law or regulation, at common law or otherwise, insofar as such fees and losses, claims, liabilities, expenses are incurred), joint or several, that damages arise out of, of or are based upon, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Offering Prospectus (or caused by any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (any materials or any amendment or supplement thereto), any Free Writing Prospectus or any “issuer information” filed or required information provided to be filed pursuant to Rule 433(d) under the Securities Actinvestors by, or caused with the approval of, the Company in connection with the marketing of the Offering, including any roadshow or investor presentations made to investors by any the Company (whether in person or electronically) or the omission or alleged omission to state therein 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, however, that the Company shall not be liable to the extent that such loss, claim, liability, expense or damage arises from the sale of the Offered Shares in each case except insofar as such losses, claims, damages or liabilities arise out of, or are the public offering to any person by the Agent and is based upon, any on an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with any information relating to the Agent furnished in writing to the Company in writing by the Agent expressly for use thereininclusion in the Offering Prospectus and, it being understood provided further, that none of the foregoing indemnities shall apply if and agreed to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the only losses, liability, claims, damages or expenses resulted from the gross negligence, fraud or willful misconduct of an indemnified party claiming indemnity, in which case this indemnity shall cease to apply to such information furnished by indemnified party in respect of such claim. This indemnity will be in addition to any liability that the Agent consists of the information described as such in paragraph (b) belowCompany might otherwise have.

Indemnification of the Agent. The Company agrees to indemnify and hold harmless the each Agent, its affiliates, directors and officers and each person, if any, who controls the such Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, from and 1934 Act as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim assertedexpense whatsoever, as such fees and expenses are incurred), joint or several, that arise arising out of, or are based upon, (i) any of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or caused by any amendment thereto) or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, or (ii) any arising out of an untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or caused by any omission or alleged omission to state therein 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) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in each case except insofar as such losses, claims, damages or liabilities arise out ofsettlement of any litigation, or are any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based uponupon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 5(d) hereof) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity does not apply to any loss, liability, claim, damage or expense to the extent arising out of (i) an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to the Agent furnished to the Company in writing by the Agent Agents concerning the Agents expressly for use thereinin the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that (ii) any use of the only such information furnished Prospectus by the Agent consists Agents to sell Notes or solicit offers for the purchase of Notes (x) after such time as the Company shall have provided written notice pursuant to Section 2(e) hereunder or Global Funding shall have provided written notice pursuant to Section 4(g) under the Distribution Agreement to the Agents to cease the sale of Notes and solicitation of offers for the purchase of Notes and (y) before such time as Global Funding and the Company shall have furnished the Agents with copies of such amendment or supplement to the Prospectus pursuant to Section 2(e) hereunder or Section 4(g) of the information described as Distribution Agreement or (iii) a claim for indemnity made under the Distribution Agreement, only to the extent such in paragraph (b) belowclaim has previously been satisfied by the Company pursuant to the terms of the Distribution Agreement.

Indemnification of the Agent. The Company agrees to and the Selling Stockholder, severally and jointly, will indemnify and hold harmless the Agent, its affiliates, directors and officers Agent and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and as follows: (i) against any and all lossesloss, claimsliability, damages claim, damage and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim assertedexpense whatsoever, as such fees and expenses are incurred), joint or several, that arise arising out of, or are based upon, (i) of any untrue statement or alleged untrue statement of a material fact contained in the Incorporated Documents and the Registration Statement (or caused by any amendment thereto), or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading, misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any related preliminary prospectus, the Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus ) or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities ActIncorporated Documents, or caused by any the omission or alleged omission to state therein 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, in each case except insofar as unless such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with any written information relating to the Agent furnished to the Company in writing and the Selling Stockholder by the Agent expressly for use thereinin the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, it being understood and agreed however, that the only any such information furnished by the Agent consists of the information described as such in paragraph (b) below.indemnity with respect to a Prospectus