Common use of Indemnification of Initial Purchaser Clause in Contracts

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular (or any amendment or supplement thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that neither of the Issuers nor any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange Act1934 Act as follows: (i) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs (including, without limitation, costs of preparation damage and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses")expense whatsoever, as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Offering Circular Memorandum or the Final Offering Circular Memorandum (or any amendment or supplement thereto) ), or (ii) any 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) 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 the Initial Purchaser), 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 (i) or (ii) above; provided, however, that neither of the Issuers nor any Subsidiary Guarantor this indemnity agreement shall be liable under the indemnity provided in this Section 8(a) not apply to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inloss, liability, claim, damage or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes expense to the person alleging such Loss and failed to send or give, at or prior to the written confirmation extent arising out of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers Company by the Initial Purchaser specifically expressly for inclusion use in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers Memorandum (or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Partiesamendment thereto).

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"“controlling person”), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person controlling person (collectively, the "“Purchaser Indemnified Parties"”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing foregoing) (collectively, "“Losses"”), as incurred, directly or indirectly caused by, related to, based upon, arising that arise out of or in connection with are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular Memorandum (or any amendment or supplement thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided that neither of the Issuers nor any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the each Initial Purchaser and each person, if any, who controls (any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) 20 of the Exchange ActAct as follows: (i) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs (including, without limitation, costs of preparation damage and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses")expense whatsoever, as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Offering Circular Memorandum or the Final Offering Circular Memorandum (or any amendment or supplement thereto) ), or (ii) any 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by Merrill Lynch), reasonably incurred in investigating, preparing or defxxxxxx axxxxxt 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 (i) or (ii) above; provided, however, that neither of the Issuers nor any Subsidiary Guarantor this indemnity agreement shall be liable under the indemnity provided in this Section 8(a) not apply to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inloss, liability, claim, damage or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes expense to the person alleging such Loss and failed to send or give, at or prior to the written confirmation extent arising out of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers Company by the any Initial Purchaser specifically through Merrill Lynch expressly for inclusion use in the any Preliminary Offering Circular Memorandum xx xxx Xxxxxing Memorandum (or any amendment or supplement thereto) shall not inure to the benefit of any Initial Purchaser (or to the benefit of any person controlling such Initial Purchaser) from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Securities if such untrue statement or omission or alleged untrue statement or omission made in any Preliminary Offering Memorandum or the Offering Circular Memorandum (or any amendment or supplement thereto) is the Furnished Information. The Issuers shall notify the identified in writing at such time to such Initial Purchaser promptly and is eliminated or remedied in the Offering Memorandum as most recently amended or supplemented (copies of such amendments and supplements having been delivered to such Initial Purchaser in sufficient quantity at least three business days prior to the written confirmation of the institution, threat or assertion sale of any Proceeding of which either such Securities to such person) and it shall be established that a copy of the Issuers Offering Memorandum as most recently amended or any Subsidiary is aware in connection with supplemented had not been furnished to such person at or prior to the matters addressed by this Agreement which involves either written confirmation of the Issuers, any sale of the Subsidiaries or any of the Purchaser Indemnified Partiessuch Securities to such person.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange Act1934 Act as follows: (i) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs (including, without limitation, costs of preparation damage and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses")expense whatsoever, as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Offering Circular Memorandum or the Final Offering Circular Memorandum (or any amendment or supplement thereto) ), or (ii) any 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) 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 Merrxxx Lyncx), xeasonably incurred in investigating, 25 21 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 (i) or (ii) above; provided, however, that neither of the Issuers nor any Subsidiary Guarantor this indemnity agreement shall be liable under the indemnity provided in this Section 8(a) not apply to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inloss, liability, claim, damage or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes expense to the person alleging such Loss and failed to send or give, at or prior to the written confirmation extent arising out of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers Company by the Initial Purchaser specifically expressly for inclusion use in any Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto); and provided further that the foregoing indemnity with respect to any untrue statement contained in or omission from the Preliminary Offering Circular or Memorandum shall not inure to the Offering Circular is the Furnished Information. The Issuers shall notify benefit of the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers (or any Subsidiary is aware party controlling the Initial Purchaser) if the person asserting any such loss, liability, claim, damage or expense purchased the Securities which are the subject thereof directly from the Initial Purchaser in connection with the matters addressed offering contemplated by this Agreement which involves either and if the Company shall sustain the burden of proving that such person did not receive a copy of the IssuersFinal Offering Memorandum, or any amendment or supplement thereto, at or prior to the written confirmation of the Subsidiaries sale of such Securities to such person and the untrue statement contained in or any omission from such Preliminary Offering Memorandum was corrected in the Final Offering Memorandum, or such amendment or supplement thereto, subject to the following: the failure to deliver a copy of the Purchaser Indemnified PartiesFinal Offering Memorandum or such amendment or supplement thereto does not result from non-compliance by the Company with Sections 3(a) or 3(b) hereof.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange Act1934 Act as follows: (i) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs (including, without limitation, costs of preparation damage and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses")expense whatsoever, as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Offering Circular Memorandum or the Final Offering Circular Memorandum (or any amendment or supplement thereto) ), or (ii) any 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Initial Purchaser), 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 (i) or (ii) above; provided, however, that neither of the Issuers nor any Subsidiary Guarantor this indemnity agreement shall be liable under the indemnity provided in this Section 8(a) not apply to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inloss, liability, claim, damage or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes expense to the person alleging such Loss and failed to send or give, at or prior to the written confirmation extent arising out of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Parties.written information

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the Initial Purchaser Purchaser, its Affiliates, its selling agents and each person, if any, who controls (the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange Act1934 Act as follows: (i) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs (including, without limitation, costs of preparation damage and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses")expense whatsoever, as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in any preliminary offering memorandum, the Preliminary Disclosure Package, the Final Offering Circular or the Offering Circular Memorandum (or any amendment or supplement thereto) or (ii) any Supplemental Offering Materials, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the prior written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Initial Purchaser), 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 (i) or (ii) above; provided, however, that neither of the Issuers nor any Subsidiary Guarantor this indemnity agreement shall be liable under the indemnity provided in this Section 8(a) not apply to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inloss, liability, claim, damage or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes expense to the person alleging such Loss and failed to send or give, at or prior to the written confirmation extent arising out of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers Company by the Initial Purchaser specifically expressly for inclusion use in any preliminary offering memorandum, the Preliminary Disclosure Package, the Final Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers Memorandum (or any Subsidiary is aware amendment or supplement thereto) or in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified PartiesSupplemental Offering Materials.

Indemnification of Initial Purchaser. Each of the The Issuers and the Subsidiary Guarantors shalleach Guarantor, jointly and severally, without limitation as to time, shall indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (the Initial Purchaser within the meaning of the Securities Act (collectively referred to for the purposes of this Section 15 of 8 as the Initial Purchaser) against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which that Initial Purchaser may become subject, under the Securities Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of otherwise, insofar as such persons being hereinafter referred to as a "Controlling Person")loss, and the respective officersclaim, directorsdamage, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing liability or defending against any of the foregoing (collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising action arises out of or in connection with is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular Memorandum or the Offering Circular (Memorandum or in any amendment or supplement thereto) thereto or (ii) any the omission or alleged omission to state therein in the Preliminary Offering Memorandum or the Offering Memorandum or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and shall reimburse the Initial Purchaser for any legal or other expenses reasonably incurred by the Initial Purchaser in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the foregoing indemnification agreement with respect to the Preliminary Offering Memorandum shall not inure to the benefit of the Issuers nor Initial Purchaser from whom the person asserting any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(asuch loss, claim, damage or liability purchased Securities, if (i) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement a copy of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular Memorandum (as then amended or supplemented) if it shall have been determined was required by a court of competent jurisdiction by final and nonappealable judgment that (1) law to be delivered to such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of the sale of Securities to such saleperson, (ii) a copy of the Offering Circular Memorandum (as then amended or supplemented), if required ) was not sent or given to such person by law to have so delivered it, or on behalf of Initial Purchaser and (2iii) the Issuers had previously furnished copies of Offering Memorandum (as so amended or supplemented) would have cured the corrected Offering Circular defect giving rise to such Purchaser Indemnified Party within a reasonable amount loss, claim, damage or liability; and further provided, however, that the Issuers and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of time prior to such sale or such confirmation, and is based upon (3i) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or alleged untrue statement in or omission or alleged untrue statement omission from the Preliminary Offering Memorandum or omission made the Offering Memorandum or any such amendment or supplement in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers by and the Guarantors through the Initial Purchaser specifically for inclusion in use therein, which information the Preliminary Offering Circular or the Offering Circular parties hereto agree is the Furnished Information. The Issuers shall notify limited to the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified PartiesPurchaser's Information.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless each Initial Purchaser, its affiliates, as such term is defined in Rule 501(b) under the Initial Purchaser 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls (any Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange Act1934 Act as follows: (i) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs (including, without limitation, costs of preparation damage and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses")expense whatsoever, as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or Memorandum, the Disclosure Package, the Final Offering Circular Memorandum (or any amendment or supplement thereto) or (ii) any Supplemental Offering Materials, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) 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 Xxxxxxx Xxxxx and Xxxxxx Brothers), 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 (i) or (ii) above; provided, however, that neither of the Issuers nor any Subsidiary Guarantor this indemnity agreement shall be liable under the indemnity provided in this Section 8(a) not apply to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inloss, liability, claim, damage or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes expense to the person alleging such Loss and failed to send or give, at or prior to the written confirmation extent arising out of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers Company by Xxxxxxx Xxxxx and Xxxxxx Brothers expressly for use in any preliminary offering memorandum, the Initial Purchaser specifically for inclusion in Disclosure Package, the Preliminary Final Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers Memorandum (or any Subsidiary is aware amendment or supplement thereto) or in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified PartiesSupplemental Offering Materials.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the Initial Purchaser Purchaser, its Affiliates, its selling agents and each person, if any, who controls (any Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange Act1934 Act as follows: (i) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs (including, without limitation, costs of preparation damage and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses")expense whatsoever, as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular Memorandum, the Disclosure Package, the Final Offering Memorandum or the any Supplemental Offering Circular Materials (or or, in each case, any amendment or supplement thereto) ), or (ii) any 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all documented (to the extent reasonably available) expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Initial Purchaser), 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 (i) or (ii) above; provided, however, that neither of the Issuers nor any Subsidiary Guarantor this indemnity agreement shall be liable under the indemnity provided in this Section 8(a) not apply to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inloss, liability, claim, damage or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes expense to the person alleging such Loss and failed to send or give, at or prior to the written confirmation extent arising out of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers Company by the Initial Purchaser specifically expressly for inclusion use in any preliminary offering memorandum, the Preliminary Disclosure Package, the Final Offering Circular Memorandum or the in any Supplemental Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institutionMaterials (or, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuerseach case, any of the Subsidiaries amendment or any of the Purchaser Indemnified Partiessupplement thereto).

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the Initial Purchaser, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”), the selling agents of the Initial Purchaser and each person, if any, who controls (the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) 20 of the Exchange Act, as follows: (i) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs (including, without limitation, costs of preparation damage and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses")expense whatsoever, as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular Memorandum or the Offering Circular Memorandum (or any amendment or supplement thereto) ), or (ii) any 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; provided; (ii) against any and all loss, that neither liability, claim, damage and expense whatsoever, as incurred, to the extent of the Issuers nor aggregate amount paid in settlement of any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inlitigation, or the omission any investigation or proceeding by any governmental agency or body, commenced or threatened, or of a material fact from, any Preliminary Offering Circular, which claim whatsoever based upon any such untrue statement or omission was corrected in the Offering Circular (as then amended omission, or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) any such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on omission; (iii) against any and in conformity with all expense whatsoever, as incurred (including the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers fees and disbursements of counsel chosen by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institutionPurchaser, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuersas applicable), any of the Subsidiaries or any of the Purchaser Indemnified Parties.reasonably incurred in

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange Act1934 Act as follows: (i) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs damage and expense whatsoever (including, without limitation, costs of preparation and reasonable attorneys' feesat least quarterly) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Offering Circular Memorandum or the Final Offering Circular Memorandum (or any amendment or supplement thereto) ), or (ii) any 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever (at least quarterly) to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, (at least quarterly) (including the reasonable fees and disbursements of counsel), 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 (i) or (ii) above; provided, however, that neither of the Issuers nor any Subsidiary Guarantor this indemnity agreement shall be liable under the indemnity provided in this Section 8(a) not apply to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inloss, liability, claim, damage or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes expense to the person alleging such Loss and failed to send or give, at or prior to the written confirmation extent arising out of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers Company by the Initial Purchaser specifically expressly for inclusion use in the Offering Memorandum (or any amendment thereto); provided, further, that, with respect to any loss, liability, claim, damage or expense arising out of any untrue statement or omission or alleged untrue statement or omission contained in any Preliminary Offering Circular Memorandum or the Final Offering Circular is Memorandum (or any amendment or supplement thereto), the Furnished Information. The Issuers indemnity contained in this Section shall notify not inure to the benefit of the Initial Purchaser promptly (or any person who controls the Initial Purchaser) if (i) a copy of the institutionFinal Offering Memorandum or amendment or supplement thereto was to be sent or given to such purchasers with addresses in the United States and, threat to the extent required by applicable law, to other purchasers, at or assertion of any Proceeding of which either prior to the written confirmation of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either sale of the Issuers, applicable Securities together with all amendments or supplements thereto available at such time and was not sent or given and (ii) such untrue statement or omission or alleged untrue statement or omission was corrected in the Final Offering Memorandum or in any of the Subsidiaries amendment or any of the Purchaser Indemnified Partiessupplement thereto available at such time.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors Majestic Entities shall, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling PersonCONTROLLING PERSON"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person controlling person (collectively, the "Purchaser Indemnified PartiesPURCHASER INDEMNIFIED PARTIES"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing foregoing) (collectively, "LossesLOSSES"), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular (or any amendment or supplement thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that neither of the Issuers nor any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the Initial Purchaser Purchaser, its Affiliates, its selling agents and each person, if any, who controls (the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange Act1934 Act as follows: (i) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs (including, without limitation, costs of preparation damage and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses")expense whatsoever, as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact included in any Preliminary Offering Memorandum, the Final Offering Memorandum, the information contained in the Preliminary Offering Circular Final Term Sheet, any Issuer Written Information or any other information used by or on behalf of the Offering Circular Company in connection with the offer or sale of the Securities (or any amendment or supplement theretoto the foregoing) or (ii) any 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Initial Purchaser), 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 (i) or (ii) above; provided, however, that neither of the Issuers nor any Subsidiary Guarantor this indemnity agreement shall be liable under the indemnity provided in this Section 8(a) not apply to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inloss, liability, claim, damage or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes expense to the person alleging such Loss and failed to send or give, at or prior to the written confirmation extent arising out of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an any untrue statement or omission or alleged untrue statement or omission made in any Preliminary Offering Memorandum, the Final Offering Memorandum or the information contained in the Final Term Sheet (or any amendment or supplement to the foregoing) in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"“controlling person”), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person controlling person (collectively, with the "Initial Purchaser, the “Purchaser Indemnified Parties"”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing foregoing) (collectively, "“Losses"”), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular (or any amendment or supplement thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that neither none of the Issuers nor any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was completely corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary Guarantor is aware in connection with the matters addressed by this Agreement which involves either any of the Issuers, any of the Subsidiaries Guarantors or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each of the Issuers The Company and the Subsidiary Guarantors shallParent, jointly and severally, without limitation as agree to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange Act1934 Act as follows: (i) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs (including, without limitation, costs of preparation damage and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses")expense whatsoever, as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the any Preliminary Offering Circular Memorandum or the Final Offering Circular Memorandum (or any amendment or supplement thereto) ), or (ii) any 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company and the Parent; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx), 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 (i) or (ii) above; provided, however, that neither of the Issuers nor any Subsidiary Guarantor this indemnity agreement shall be liable under the indemnity provided in this Section 8(a) not apply to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inloss, liability, claim, damage or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes expense to the person alleging such Loss and failed to send or give, at or prior to the written confirmation extent arising out of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers Company or the Parent, as the case may be, by the any Initial Purchaser specifically expressly for inclusion use in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers Memorandum (or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Partiesamendment thereto).

Indemnification of Initial Purchaser. Each The Company and each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) 20 of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"“controlling person”), and the respective officers, directors, partners, employees, representatives partners and agents employees of the Initial Purchaser and any such Controlling Person controlling person (collectively, the "“Purchaser Indemnified Parties"”), to the fullest extent lawful, from and against any and all losses, claims, damages, damages and liabilities, and will reimburse promptly upon demand the Purchaser Indemnified Parties for all costs and expenses (including, without limitation, costs of preparation and reasonable attorneys' fees) ’ fees and expenses including, without limitation, other costs and expenses reasonably incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing foregoing) (such losses, claims, damages, liabilities, costs and expenses, collectively, "“Losses"), as incurred, ”) directly or indirectly caused by, related to, based upon, upon or arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular Time of Sale Document, any Company Additional Written Communication or the Final Offering Circular Memorandum (or any amendment or supplement thereto) or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that neither of the Issuers Company nor any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each of the Issuers, Parent and DJL shall, and each of the Issuers and shall cause the Subsidiary Guarantors shallGuarantors, if any, to, jointly and severally, without limitation as to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"“controlling person”), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person controlling person (collectivelycollectively with the Initial Purchaser, the "“Purchaser Indemnified Parties"”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys' ’ fees) and expenses (including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing foregoing) (collectively, "“Losses"”), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular Term Sheet or the Offering Circular (or any amendment or supplement thereto) or and (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that neither none of the Issuers nor Issuers, Parent, DJL or any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering CircularTerm Sheet, which untrue statement or omission was completely corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that None of the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular Issuers, Parent, DJL or the Offering Circular is the Furnished InformationGuarantors (if any) shall be liable under this Section 8 for any settlement of any claim or action (other than settlements permitted by Section 8(b)(3)) effected without its prior written consent, which consent shall not be unreasonably withheld. The Issuers shall notify the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, Parent, DJL, any of the Subsidiaries Guarantors (if any) or any of the Purchaser Indemnified Parties.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the Initial Purchaser and each person, if any, who controls (the Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange Act) 1934 Act to the Initial Purchaser extent and in the manner set forth in clauses (any of such persons being hereinafter referred to as a "Controlling Person"i), (ii) and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and iii) below. (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities, costs (including, without limitation, costs of preparation damage and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses")expense whatsoever, as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) resulting from any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular or the Offering Circular Memorandum (or any amendment or supplement thereto) ), or (ii) any 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Initial Purchaser), 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 (i) or (ii) above; provided, however, that neither of the Issuers nor any Subsidiary Guarantor this indemnity agreement shall be liable under the indemnity provided in this Section 8(a) not apply to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained inloss, liability, claim, damage or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes expense to the person alleging such Loss and failed to send or give, at or prior to the written confirmation extent arising out of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an any untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers Company by the Initial Purchaser specifically expressly for inclusion use in the Preliminary Offering Circular Memorandum (or the Offering Circular is the Furnished Information. The Issuers shall notify any amendment or supplement thereto); and provided further, that (without limiting any other rights that the Initial Purchaser promptly may have against the Company) this indemnity agreement and the contribution provisions of Section 8 shall not apply to any loss or damage suffered by the institution, threat Initial Purchaser solely in its capacity as an investor in the Income PRIDES or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified PartiesGrowth PRIDES.

Indemnification of Initial Purchaser. Each of the Issuers and the Subsidiary Guarantors shall, jointly and severally, without limitation as The Company agrees to time, indemnify and hold harmless the Initial Purchaser, each agent, employee, officer and director of the Initial Purchaser and each person, if any, who controls (any of the foregoing persons within the meaning of Section 15 of the 1933 Act or Section 20(a) 20 of the Exchange 1934 Act) , and each agent, employee, officer and director of any such controlling person (each of the foregoing, an "Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Indemnified Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, ) from and against any and all losses, claims, damages, liabilities, costs liabilities and expenses (including, without limitation, including reasonable costs of preparation and reasonable attorneys' feesinvestigation) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular Memorandum or the Offering Circular (Memorandum or in any amendment or supplement thereto) , or (ii) arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the light information furnished in writing to the Company by or on behalf of the circumstances under which they were made, not misleadingInitial Purchaser expressly for use therein; provided, however, that neither the indemnification contained in this paragraph (a) with respect to the Preliminary Offering Memorandum shall not inure to the benefit of the Issuers nor Initial Purchaser (or to the benefit of any Subsidiary Guarantor shall be liable under Initial Purchaser Indemnified Person) on account of any such loss, claim, damage, liability or expense arising from the indemnity provided in this Section 8(a) sale of Original Securities by the Initial Purchaser to any Purchaser Indemnified Party for any Losses that (A) result solely from an person if the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in, or in the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission Memorandum was corrected in the Offering Circular (as then amended Memorandum and the Initial Purchaser sold Original Securities to that person without sending or supplemented) if it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send or give, giving at or prior to the written confirmation of such sale, a copy of the Offering Circular Memorandum (as then amended or supplemented), ) if required by law to have so delivered it, and (2) the Issuers had Company has previously furnished sufficient copies of the corrected Offering Circular thereof to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with the Furnished Information. The parties hereto agree that the only information furnished in writing to the Issuers by the Initial Purchaser specifically for inclusion in the Preliminary Offering Circular or the Offering Circular is the Furnished Informationon a timely basis. The Issuers foregoing indemnity agreement shall notify be in addition to any liability which the Initial Purchaser promptly of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified PartiesCompany may otherwise have.

Indemnification of Initial Purchaser. Each of the Issuers The Company and the Subsidiary Guarantors shallGuarantor, jointly and severally, without limitation as agree to time, indemnify and hold harmless the Initial Purchaser Purchaser, its directors, officers and employees, and each person, if any, who controls (the Initial Purchaser within the meaning of Section 15 of the Act or Section 20(a) 20 of the Exchange Act) the Initial Purchaser (any of such persons being hereinafter referred to as a "Controlling Person"), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all losses, claims, damagesdamages or liabilities of any kind to which the Initial Purchaser, liabilitiesdirector, costs officer, employee or such controlling person may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (includingincluding in settlement of any litigation, without limitation, costs of preparation and reasonable attorneys' fees) and expenses including, without limitation, costs and expenses incurred in connection if such settlement is effected with investigating, preparing, pursuing or defending against any the written consent of the foregoing Company (collectivelynot to be unreasonably withheld, "Losses"delayed or conditioned), insofar as incurredany such losses, directly claims, damages or indirectly caused by, related to, based upon, arising liabilities (or actions in respect thereof) arise out of or in connection with are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Time of Sale Document, any Free Writing Offering Circular Document or the Final Offering Circular (Circular, or any amendment or supplement thereto) or ; or (ii) any the omission or alleged omission to state therein state, in the Time of Sale Document, any Free Writing Offering Document or the Final Offering Circular or any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, subject to the provisions hereof, will reimburse, as incurred, the Initial Purchaser, director, officer, employee and each such controlling person for any legal or other expenses incurred by the Initial Purchaser or such controlling person in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action in respect thereof; provided, that neither of however, the Issuers nor any Subsidiary Company and the Guarantor shall will not be liable under in any such case to the indemnity provided in this Section 8(aextent (but only to the extent) to any Purchaser Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined by a court of competent jurisdiction shall have determined by final and nonappealable a final, unappealable judgment that (1) such Purchaser Indemnified Party sold the Notes to the person alleging such Loss and failed to send loss, claim, damage or give, at liability resulted solely from any untrue statement or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are based on an alleged untrue statement or omission or alleged untrue statement or omission made in the Time of Sale Document, any Free Writing Offering Document or the Final Offering Circular or any amendment or supplement thereto in reliance on upon and in conformity with written information concerning the Furnished Information. The parties hereto agree that the only information Initial Purchaser furnished in writing to the Issuers Company by the Initial Purchaser specifically for inclusion in use therein, it being understood and agreed that the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify only such information furnished by the Initial Purchaser promptly to the Company consists of the institution, threat or assertion of information described in subsection (b) below. The indemnity agreement set forth in this Section 7 shall be in addition to any Proceeding of which either of liability that the Issuers or any Subsidiary is aware in connection with Company and the matters addressed by this Agreement which involves either of Guarantor may otherwise have to the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Partiesindemnified parties.

Indemnification of Initial Purchaser. Each of the Issuers The Company and the Subsidiary Guarantors shall, jointly and severally, without limitation as to time, severally will indemnify and hold harmless the Initial Purchaser, its officers, employees, agents, partners, members and directors, affiliates of the Initial Purchaser who have, or who are alleged to have, participated in the distribution of the Offered Securities as underwriters, and each person, if any, who controls (the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20(a) 20 of the Exchange Act) the Initial Purchaser Act (any of such persons being hereinafter referred to as a "Controlling Person"each, an “Indemnified Party”), and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser and any such Controlling Person (collectively, the "Purchaser Indemnified Parties"), to the fullest extent lawful, from and against any and all losses, claims, damages, damages or liabilities, costs joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (including, without limitation, costs of preparation and reasonable attorneys' feesor actions in respect thereof) and expenses including, without limitation, costs and expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing (collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising arise out of or in connection with (i) are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Preliminary Offering Circular Memorandum or the Final Offering Circular (Memorandum, in each case as amended or supplemented, or any amendment Issuer Free Writing Communication (including without limitation, any Supplemental Marketing Material), or supplement thereto) arise out of or (ii) any 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, in the light of the circumstances under which they were made, not misleading; provided, that neither of the Issuers nor any Subsidiary Guarantor shall be liable under the indemnity provided in this Section 8(a) to any Purchaser misleading and will reimburse each Indemnified Party for any Losses that (A) result solely from an untrue statement of a material fact contained in, legal or the omission of a material fact from, any Preliminary Offering Circular, which untrue statement or omission was corrected in the Offering Circular (as then amended or supplemented) if it shall have been determined other expenses reasonably incurred by a court of competent jurisdiction by final and nonappealable judgment that (1) such Purchaser Indemnified Party sold in connection with investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto) whether threatened or commenced and in connection with the Notes enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and the Guarantors will not be liable in any such case to the person alleging extent that any such Loss and failed to send loss, claim, damage or give, at liability arises out of or prior to the written confirmation of such sale, a copy of the Offering Circular (as then amended or supplemented), if required by law to have so delivered it, and (2) the Issuers had previously furnished copies of the corrected Offering Circular to such Purchaser Indemnified Party within a reasonable amount of time prior to such sale or such confirmation, and (3) the corrected Offering Circular, if delivered, would have been a complete defense against the person asserting such Loss; or (B) are is based on upon an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance on upon and in conformity with the Furnished Information. The parties hereto agree that the only written information furnished in writing to the Issuers Company by the Initial Purchaser specifically for inclusion in use therein, it being understood and agreed that the Preliminary Offering Circular or the Offering Circular is the Furnished Information. The Issuers shall notify the Initial Purchaser promptly only such information consists of the institution, threat or assertion of any Proceeding of which either of the Issuers or any Subsidiary is aware information described as such in connection with the matters addressed by this Agreement which involves either of the Issuers, any of the Subsidiaries or any of the Purchaser Indemnified Partiessubsection (b) below.