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This excerpt taken from the TRV 10-Q filed Aug 8, 2005. however, that
the foregoing indemnity agreement shall not cover any such losses, claims,
damages or liabilities as are caused by any such untrue statement or omission
or alleged untrue statement or omission based upon information relating to the
Underwriter furnished to the Company in writing by the Underwriter expressly
for use therein; and These excerpts taken from the TRV 8-K filed Apr 12, 2005. however, that Party A may not assign its rights or delegate
its obligations under this Transaction if such assignment or delegation shall
result in an (A) Event of Default with respect to which Party A is the
Defaulting Party, a Termination Event, a Potential Event of Default with
respect to which Party A would be the Defaulting Party or a potential
Termination Event, (B) Party B being required to pay to the transferee an
amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except
in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) greater than
the amount that Party B would have been required to pay to Party A in the
absence of such transfer, or (C) Party B receiving a payment from which an
amount has been withheld or deducted, on account of a Tax under Section 2(d)(i)
(except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)), in
excess of the amount that Party A would have been required to so withhold or
deduct in the absence of such transfer, unless the transferee would be required
to make additional payments pursuant to Section 2(d)(i)(4) corresponding
to such withholding or deduction.
The Agent may assign or transfer any of its rights or duties hereunder without the prior written consent of the other parties hereto to any affiliate of Party A, so long as such affiliate is a broker-dealer registered with the Securities and Exchange Commission.
The Collateral Agent may assign or transfer any of its rights or duties hereunder without the prior written consent of the other parties hereto to any affiliate of Party A, so long as such affiliate qualifies as a “stockbroker” within the meaning of Section 101 (53A) of Title 11 of the Bankruptcy Code.
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however, that Party A may not assign its rights or delegate
its obligations under this Transaction if such assignment or delegation shall
result in an (A) Event of Default with respect to which Party A is the
Defaulting Party, a Termination Event, a Potential Event of Default with
respect to which Party A would be the Defaulting Party or a potential
Termination Event, (B) Party B being required to pay to the transferee an
amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except
in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) greater than
the amount that Party B would have been required to pay to Party A in the
absence of such transfer, or (C) Party B receiving a payment from which an
amount has been withheld or deducted, on account of a Tax under Section 2(d)(i) (except
in respect of interest under Section 2(e), 6(d)(ii), or 6(e)), in excess
of the amount that Party A would have been required to so withhold or deduct in
the absence of such transfer, unless the transferee would be required to make
additional payments pursuant to Section 2(d)(i)(4) corresponding to
such withholding or deduction.
The Agent may assign or transfer any of its rights or duties hereunder without the prior written consent of the other parties hereto to any affiliate of Party A, so long as such affiliate is a broker-dealer registered with the Securities and Exchange Commission.
The Collateral Agent may assign or transfer any of its rights or duties hereunder without the prior written consent of the other parties hereto to any affiliate of Party A, so long as such affiliate qualifies as a “stockbroker” within the meaning of Section 101 (53A) of Title 11 of the Bankruptcy Code.
however, that the foregoing indemnity agreement shall not
cover any such losses, claims, damages or liabilities as are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through you expressly for use therein; and however, that the foregoing indemnity
agreement with respect to any Nuveen preliminary prospectus shall not inure to
the benefit of either Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased Securities or Nuveen Class A
Shares, or any person controlling such Underwriter or affiliate of such
Underwriter within the meaning of Rule 405 of the Securities Act, if a
copy of the Nuveen Prospectus (as then amended or supplemented if Nuveen shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Underwriter to such person, if required by law so to have
been delivered, at or prior to the written confirmation of the sale of the
Securities or Nuveen Class A Shares to such person, and if the Nuveen
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such losses, claims, damages or liabilities, unless such failure is the
result of noncompliance by Nuveen with Section 7(a)
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hereof. The liability of St. Paul Travelers under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate purchase price received or to be received by St. Paul Travelers under the MS Forward Agreement less any commissions paid or payable under this Agreement.
(c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Mandatory Issuer, Nuveen, St. Paul Travelers, the directors of Nuveen, the officers of Nuveen who sign the Nuveen Registration Statement, and each person, if any, who controls the Mandatory Issuer, Nuveen or St. Paul Travelers within the meaning of either 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, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Nuveen Registration Statement or any amendment thereof, any Nuveen preliminary prospectus or the Nuveen Prospectus (as amended or supplemented if Nuveen shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to Nuveen in writing by such Underwriter expressly for use in the Nuveen Registration Statement, any Nuveen preliminary prospectus, the Nuveen Prospectus or any amendments or supplements thereto.
(d) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a), 9(b) or 9(c) hereof, such person (the “ however, that the foregoing indemnity
agreement with respect to any Nuveen preliminary prospectus shall not inure to
the benefit of either Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased Securities or Nuveen Class A
Shares, or any person controlling such Underwriter or affiliate of such
Underwriter within the meaning of Rule 405 of the Securities Act, if a
copy of the Nuveen Prospectus (as then amended or supplemented if Nuveen shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Underwriter to such person,
29
if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities or Nuveen Class A Shares to such person, and if the Nuveen Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by Nuveen with Section 7(a) hereof. The liability of St. Paul Travelers under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate purchase price received or to be received by St. Paul Travelers under the ML Forward Agreement less any commissions paid or payable under this Agreement.
(c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Mandatory Issuer, Nuveen, St. Paul Travelers, the directors of Nuveen, the officers of Nuveen who sign the Nuveen Registration Statement, and each person, if any, who controls the Mandatory Issuer, Nuveen or St. Paul Travelers within the meaning of either 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, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Nuveen Registration Statement or any amendment thereof, any Nuveen preliminary prospectus or the Nuveen Prospectus (as amended or supplemented if Nuveen shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to Nuveen in writing by such Underwriter expressly for use in the Nuveen Registration Statement, any Nuveen preliminary prospectus, the Nuveen Prospectus or any amendments or supplements thereto.
(d) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a), 9(b) or 9(c) hereof, such person (the “ | EXCERPTS ON THIS PAGE:
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