(n) No order suspending the effectiveness of the Registration Statement shall be in effect,
and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act, shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been
timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 5(a) hereof; and all requests by the
Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.
(o) On or
prior to the Closing Date, the Issuers shall have furnished to the Underwriters such further customary closing certificates and documents as the Underwriters may reasonably request.
(p) The Issuers, the Guarantors and the Trustee shall have executed and delivered the Indenture, and the Underwriters shall have received
copies thereof, duly executed by such parties.
All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be
deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
8. Indemnification and Contribution.
(a) The Issuers and each Guarantor, hereby agree, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates,
directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange 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 action relating to purchases and sales of Notes), to which that Underwriter, affiliate, director, officer, employee or controlling
person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) (x) any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or (y) the omission or alleged omission to state in the Registration Statement, or in any amendment or supplement thereto, any material fact necessary in order to make the statements therein not misleading, or
(ii) (x) any untrue statement or alleged untrue statement of a material fact contained in (A) the Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or in any amendment or supplement thereto or (B) any recorded
electronic road show made available to investors with the written approval of the Issuers (a Recorded Road Show) or (y) the omission or alleged omission to state in the Disclosure Package, any Issuer Free Writing
Prospectus or the Prospectus, or in any amendment or supplement thereto or in any Recorded Road Show, any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
and shall reimburse each Underwriter and each such affiliate, director, officer, employee or controlling person promptly upon demand, for any legal or other expenses reasonably incurred by that Underwriter, affiliate, director, officer, employee or
controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that on the date hereof, the Issuers
and each Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or
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