Common use of Indemnity Provisions Clause in Contracts

Indemnity Provisions. 1. The Company shall indemnify, defend and hold the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expense incurred by each Underwriter and controlling person in connection with defending any claims or liabilities, whether or not resulting in any liability to the Underwriter (or to any controlling person), which the Underwriter or controlling person may incur under the Act or at common law or otherwise, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Company. 2. The foregoing indemnity of the Company in favor of the Underwriter shall not be deemed to protect the Underwriter against any liability to the Company or its noteholders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of their reckless disregard of their obligations and duties under this Agreement. 3. The Underwriter shall give the Company an opportunity to participate in the defense or preparation of the defense of any action brought against the Underwriter or controlling person of the Underwriter to enforce any claim or liability, and the Company may so participate. The Company's agreement under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Underwriter or controlling person, as the case may be, to the Company, by letter or facsimile (addressed as provided herein), promptly after the commencement of the action against the Underwriter or controlling person. Such notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Underwriter. Failure to notify the Company within a reasonable time of an action shall relieve the Company of its respective liabilities under the foregoing indemnity, but failure to notify the Company shall not relieve the Company from any liability that the Company may have to the Underwriter or controlling person other than on account of the indemnity agreement contained in this Article IV. 4. The Underwriter likewise shall indemnify, defend and hold harmless the Company against any and all losses, claims, expenses, and liabilities to which it may become subject arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, resulting from the use of written information furnished to the Company by the Underwriter expressly for use in the preparation of the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application. 5. The Company shall give the Underwriter an opportunity to participate in the defense or preparation of the defense of any action brought against the Company to enforce any claim or liability, and the Underwriter shall have the right so to participate. The agreement of the Underwriter under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Company to the Underwriter, by letter or by facsimile (addressed as provided in this Agreement), promptly after the commencement of the action against the Company. The notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Company. Failure to notify the Underwriter of any action shall relieve the Underwriter of its liability under the foregoing indemnity, but failure to notify the Underwriter shall not relieve the Underwriter from any liability which the Underwriter may have to the Company or its stockholders otherwise than on account of the indemnity agreement contained in this Article IV. 6. The provisions of this Article IV shall not in any way prejudice any right or rights that the Underwriter may have against the Company, or that the Company may have against the Underwriter, under any statute other than the Act, at common law or otherwise. 7. The indemnity agreements contained in this Article IV shall survive the Delivery Date and shall inure to the benefit of successors of the Company and successors of the Underwriter, and shall be valid irrespective of any investigation made by or on behalf of the Underwriter or the Company.

Indemnity Provisions. 1. The Company shall indemnify, defend and hold the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expense incurred by each Underwriter and controlling person in connection with defending any claims or liabilities, whether or not resulting in any liability to the Underwriter (or to any controlling person), which the Underwriter or controlling person may incur under the Act or at common law or otherwise, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Company. 2. The foregoing indemnity of the Company in favor of the Underwriter shall not be deemed to protect the Underwriter against any liability to the Company or its noteholders Noteholders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of their reckless disregard of their obligations and duties under this Agreement. 3. The Underwriter shall give the Company an opportunity to participate in the defense or preparation of the defense of any action brought against the Underwriter or controlling person of the Underwriter to enforce any claim or liability, and the Company may so participate. The Company's agreement under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Underwriter or controlling person, as the case may be, to the Company, by letter or facsimile (addressed as provided herein), promptly after the commencement of the action against the Underwriter or controlling person. Such notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Underwriter. Failure to notify the Company within a reasonable time of an action shall relieve the Company of its respective liabilities under the foregoing indemnity, but failure to notify the Company shall not relieve the Company from any liability that the Company may have to the Underwriter or controlling person other than on account of the indemnity agreement contained in this Article IV. 4. The Underwriter likewise shall indemnify, defend and hold harmless the Company against any and all losses, claims, expenses, and liabilities to which it may become subject arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, resulting from the use of written information furnished to the Company by the Underwriter expressly for use in the preparation of the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application. 5. The Company shall give the Underwriter an opportunity to participate in the defense or preparation of the defense of any action brought against the Company to enforce any claim or liability, and the Underwriter shall have the right so to participate. The agreement of the Underwriter under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Company to the Underwriter, by letter or by facsimile (addressed as provided in this Agreement), promptly after the commencement of the action against the Company. The notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Company. Failure to notify the Underwriter of any action shall relieve the Underwriter of its liability under the foregoing indemnity, but failure to notify the Underwriter shall not relieve the Underwriter from any liability which the Underwriter may have to the Company or its stockholders otherwise than on account of the indemnity agreement contained in this Article IV. 6. The provisions of this Article IV shall not in any way prejudice any right or rights that the Underwriter may have against the Company, or that the Company may have against the Underwriter, under any statute other than the Act, at common law or otherwise. 7. The indemnity agreements contained in this Article IV shall survive the Delivery Date and shall inure to the benefit of successors of the Company and successors of the Underwriter, and shall be valid irrespective of any investigation made by or on behalf of the Underwriter or the Company.

Indemnity Provisions. 1. The Company shall indemnify, defend and hold the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expense incurred by each Underwriter and controlling person in connection with defending any claims or liabilities, whether or not resulting in any liability to the Underwriter (or to any controlling person), which the Underwriter or controlling person may incur under the Act or at common law or otherwise, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Company. 2. The foregoing indemnity of the Company in favor of the Underwriter shall not be deemed to protect the Underwriter against any liability to the Company or its noteholders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of their reckless disregard of their obligations and duties under this Agreement. 3. The Underwriter shall give the Company an opportunity to participate in the defense or preparation of the defense of any action brought against the Underwriter or controlling person of the Underwriter to enforce any claim or liability, and the Company may so participate. The Company's agreement under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Underwriter or controlling person, as the case may be, to the Company, by letter or facsimile (addressed as provided herein), promptly after the commencement of the action against the Underwriter or controlling person. Such notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Underwriter. Failure to notify the Company within a reasonable time of an action shall relieve the Company of its respective liabilities under the foregoing indemnity, but failure to notify the Company shall not relieve the Company from any liability that the Company may have to the Underwriter or controlling person other than on account of the indemnity agreement contained in this Article IV. 4. The Underwriter likewise shall indemnify, defend and hold harmless the Company against any and all losses, claims, expenses, and liabilities to which it may become subject arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, resulting from the use of written information furnished to the Company by the Underwriter expressly for use in the preparation of the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application. 5. The Company shall give the Underwriter an opportunity to participate in the defense or preparation of the defense of any action brought against the Company to enforce any claim or liability, and the Underwriter shall have the right so to participate. The agreement of the Underwriter under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Company to the Underwriter, by letter or by facsimile (addressed as provided in this Agreement), promptly after the commencement of the action against the Company. The notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Company. Failure to notify the Underwriter of any action shall relieve the Underwriter of its liability under the foregoing indemnity, but failure to notify the Underwriter shall not relieve the Underwriter from any liability which the Underwriter may have to the Company or its stockholders otherwise than on account of the indemnity agreement contained in this Article IV. 6. The provisions of this Article IV shall not in any way prejudice any right or rights that the Underwriter may have against the Company, or that the Company may have against the Underwriter, under any statute other than the Act, at common law or otherwise. 7. The indemnity agreements contained in this Article IV shall survive the Delivery Date and shall inure to the benefit of successors of the Company and successors of the Underwriter, and shall be valid irrespective of any investigation made by or on behalf of the Underwriter or the Company.

Indemnity Provisions. 1. The Company shall indemnifyTenant and Landlord agree to exonerate, defend hold harmless, protect and hold the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), and indemnify each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, free and harmless other from and against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expense incurred by each Underwriter and controlling person in connection with defending any claims or liabilities, whether or not resulting in any liability to the Underwriter (or to any controlling person), which the Underwriter or controlling person may incur under the Act or at common law or otherwise, but only to the extent that the lossesdamages, claims, demandssuits or actions, liabilitiesjudgments and costs which may arise during the primary term of this Lease (or any extension thereof) for personal injury, and expenses arise loss of life or loss or damage to any property sustained in or about the Premises or the Building resulting from, or arising, directly or indirectly, out of the use or are based upon any untrue statement or alleged untrue statement occupancy of a material fact contained in the Registration Statement or in the ProspectusPremises; and from and against all costs, or counsel fees, expenses and liabilities incurred in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, such claims, demands, liabilities, the investigation thereof or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Company. 2. The foregoing indemnity of the Company in favor of the Underwriter shall not be deemed to protect the Underwriter against any liability to the Company or its noteholders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of their reckless disregard of their obligations and duties under this Agreement. 3. The Underwriter shall give the Company an opportunity to participate in the defense or preparation of the defense of any action or proceeding brought thereon; and from and against any judgments, orders, decrees or liens resulting from such matters and any fines levied by any authority for violation of any law, regulation or ordinance by virtue of the ownership and/or use of the Building and the Premises. Landlord shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other places resulting from dampness or any other cause whatsoever, except personal injury caused by or due to the gross negligence of Landlord. Landlord shall not be liable for interference with the gas and/or electrical service, heating/air conditioning, or for any defect, latent or otherwise, in the Premises. Tenant shall give prompt notice to Landlord in case of fire or other casualty or accidents in the Premises. Tenant shall not permit any mechanic’s or materialmen’s liens to be filed against the Underwriter or controlling person of the Underwriter to enforce Premises and hereby indemnifies and holds Landlord harmless from and against any claim or liability, and the Company damage, expense or cost which may so participate. The Company's agreement under the foregoing indemnity is expressly conditioned upon notice of any action being sent be incurred by the Underwriter or controlling person, as the case may be, to the Company, by letter or facsimile (addressed as provided herein), promptly after the commencement of the action against the Underwriter or controlling person. Such notice must either be accompanied by copies of papers served or filed Landlord in connection with any mechanic’s or materialmen’s liens which may be filed against the action or by Premises as a statement result of the nature of the action to the extent known to the Underwriter. Failure to notify the Company within a reasonable time of an action shall relieve the Company of its respective liabilities under the foregoing indemnity, but failure to notify the Company shall not relieve the Company from any liability that the Company may have to the Underwriter or controlling person other than on account of the indemnity agreement contained in this Article IV. 4. The Underwriter likewise shall indemnify, defend and hold harmless the Company against any and all losses, claims, expenses, and liabilities to which it may become subject arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, resulting from the use of written information furnished to the Company by the Underwriter expressly for use in the preparation of the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application. 5. The Company shall give the Underwriter an opportunity to participate in the defense or preparation of the defense of any action brought against the Company to enforce any claim or liability, and the Underwriter shall have the right so to participate. The agreement of the Underwriter under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Company to the Underwriter, by letter or by facsimile (addressed as provided in this Agreement), promptly after the commencement of the action against the Company. The notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Company. Failure to notify the Underwriter of any action shall relieve the Underwriter of its liability under the foregoing indemnity, but failure to notify the Underwriter shall not relieve the Underwriter from any liability which the Underwriter may have to the Company or its stockholders otherwise than on account of the indemnity agreement contained in this Article IV. 6. The provisions of this Article IV Lease. This indemnity shall not in specifically include attorneys’ fees and any way prejudice any right or rights that the Underwriter may have against the Company, or that the Company may have against the Underwriter, under any statute other than the Act, at common law or otherwisecosts incurred by Landlord to enforce this indemnity. 7. The indemnity agreements contained in this Article IV shall survive the Delivery Date and shall inure to the benefit of successors of the Company and successors of the Underwriter, and shall be valid irrespective of any investigation made by or on behalf of the Underwriter or the Company.

Indemnity Provisions. 1. The Company shall agrees to indemnify, defend defend, and hold the each Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriterspecifically such Underwriter added as provided in Article II hereof), and each person, if any, who controls the any such Underwriter within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demandsdamages, liabilities, and liabilities or expenses (including reasonable legal or other expense expenses incurred by each such Underwriter and controlling person in connection with defending any such claims or liabilities, whether or not resulting in any liability to the such Underwriter (or to any controlling person), to which the such Underwriter or controlling person may incur become subject under the Act or at common law or otherwise, but only to the extent that the otherwise insofar as such losses, claims, demandsdamages, liabilities, and or expenses or actions in respect thereof arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement or in any post-effective amendment thereof (or supplement to the Prospectus), (ii) any Sales Literature, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in iii) any Blue Sky Application, or arising out of or based upon (b) the omission or alleged omission to state in these documents the Registration Statement or any post-effective amendment thereof or in any Sales Literature or in any Blue Sky Application, a material fact required to be stated in them therein or necessary to make the statements in them therein not misleading, or (c) any untrue statements or alleged untrue statements of a material fact contained in any preliminary Prospectus, if used prior to the Effective Date, or in the Prospectus (if applicable, as amended or as supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter and Soliciting Dealer and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter, Soliciting Dealer or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon and in conformity with information furnished to the Company by the or on behalf of any Underwriter in writing expressly or any Soliciting Dealer specifically for use with reference to such Underwriter or such Soliciting Dealer in the preparation of the Registration Statement or any such post-effective amendment thereof or any such Blue Sky Application or any such preliminary Prospectus or the Prospectus or any such amendment thereof or supplement thereto. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary Prospectus (or the Prospectus) but eliminated or remedied in the Prospectus (or in any amendment thereof or amendments supplement thereto), such indemnity agreement shall not inure to themthe benefit of any Underwriter or any Soliciting Dealer from whom the person asserting any loss, liability, claim or damage purchased the Interest which is the subject thereof (or to the benefit of any person who controls such Underwriter or such Soliciting Dealer), if a copy of the Prospectus (or of the Prospectus as so amended or supplemented) was made by not sent or given to such person at or prior to the Underwriter in a Blue Sky Application not in reliance upon information furnished time the subscription of such person was accepted by the Company. This indemnity agreement will be in addition to any liability which the Company may otherwise have. 2. The foregoing indemnity of the Company in favor of the Underwriter shall not be deemed to protect the Underwriter against any liability to the Company or its noteholders Holders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of their duties, or by reason of their reckless disregard of their obligations and duties under this Agreement. 3. The Underwriter shall agrees to give the Company an opportunity to participate in the defense or preparation of the defense of any action brought against the any such Underwriter or controlling person of the such Underwriter to enforce any such claim or liability, and the Company may shall have the right so to participate. The Company's agreement is the Company under the foregoing indemnity is expressly conditioned upon notice of any such action being having been sent by the such Underwriter or controlling person, as the case may be, to the Company, by letter or facsimile (addressed as provided hereinto the principal place of business of the Company), promptly after the commencement of the such action against the such Underwriter or controlling person. Such , such notice must either be being accompanied by copies of papers served or filed in connection with the such action or by a statement of the nature of the action to the extent known to the such Underwriter. Failure to notify the Company within a reasonable time of an any such action shall relieve the Company of its respective liabilities under the foregoing indemnity, but failure to notify the Company as herein provided shall not relieve the Company it from any liability that the Company which it may have to the any Underwriter or controlling person other than on account of the indemnity agreement contained in this Article IVSection. 4. The Underwriter and, if applicable, Soliciting Dealer jointly and severally likewise shall indemnify, defend agree to indemnify and hold harmless the Company against any and all losses, claims, expenses, and damages or liabilities to which it may become the Company becomes subject arising under the Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement or any post-effective amendment thereof or (ii) any Blue Sky Application, or amendments thereto or (b) the Prospectusomission or alleged omission to state in the Registration Statement or any post-effective amendment thereof, a material fact required to be stated therein or necessary to make the statements therein not misleading resulting from the use of information furnished to the Company by the Underwriter for use in the preparation of the Registration Statement or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application; or (c) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus, if used prior to the Effective Date or arising out of in the Prospectus (as amended or based upon as supplemented, if the Company shall have filed any amendment thereof or supplement thereto) or the omission or alleged omission to state in these documents therein a material fact required to be stated in them therein or necessary in order to make the statements therein, in them the light of the circumstances under which they were made, not misleading; in each case to the extent, resulting from but only to the use of extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use or on behalf of such Soliciting Dealer in the preparation of the Registration Statement or the Prospectus, any such post-effective amendment thereof or in any amendment such Blue Sky Application or amendments to the Registration Statement any such preliminary Prospectus or the ProspectusProspectus or any such amendment thereof or supplement thereto; and will reimburse any legal or other expense reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any Blue Sky Applicationliability which such Underwriter or such Soliciting Dealer may otherwise have. 5. The Company shall agrees to give the each Underwriter an opportunity to participate in the defense or preparation of the defense of any action brought against the Company or such persons to enforce any such claim or liability, and the such Underwriter shall have the right so to participate. The agreement of the such Underwriter under the foregoing indemnity is expressly conditioned upon notice of any such action being having been sent by the Company to the Underwriter, such Underwriter (by letter or by facsimile (telegram addressed as provided in this AgreementAgreement hereinafter provided for), promptly after the commencement of the such action against the Company. The , such notice must either be being accompanied by copies of papers served or filed in connection with the such action or by a statement of the nature of the action to the extent known to the Company. Failure to notify the such Underwriter of any action shall relieve the such Underwriter of its liability under the foregoing indemnity, but failure to notify the such Underwriter as herein provided shall not relieve the such Underwriter from any liability which the such Underwriter may have to the Company or its stockholders the Holders otherwise than on account of the indemnity agreement contained in this Article IVArticle. 6. The provisions of this Article IV shall not in any way prejudice any right or rights that the which any Underwriter may have against the Company, Company or that the Company may have against the Underwriter, any Underwriter under any statute other than the Act, at common law law, or otherwise. 7. The indemnity agreements contained in this Article IV shall survive the Delivery Date and shall inure to the benefit of successors of the Company and successors of the Underwriter, and shall be valid irrespective of any investigation made by or on behalf of the Underwriter or the Company.

Indemnity Provisions. 1. (a) The Company shall agrees to indemnify, defend defend, and hold the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, and each person executing a Selected Dealers Agreement with each Underwriter, free and harmless from and against any and all losses, claims, demandsdamages, liabilities, and expenses expenses, joint or several (including reasonable legal or other expense expenses incurred by each the Underwriter and controlling person in connection with defending any such claims or liabilities, whether or not resulting in any liability to the Underwriter (or to any controlling person), which the Underwriter or such controlling person may incur under the Act or at common law or otherwise, but only to the extent that the such losses, claims, demandsdamages, liabilities, and expenses shall arise out of or are be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in the Prospectus, prospectus or in any amendment or amendments to the Registration Statement or the prospectus (if such Registration Statement or Prospectus, or as from time to time amended and supplemented, are used by the Underwriter when seeking indemnity, in any application or accordance with the provisions of the Act and the Rules and Regulations, including those relating to delivery of other papers (hereinafter collectively called “blue sky application”) executed by any underwriter or dealer with the written approval of the Company Underwriter for filing in any state or states in order to qualify under the securities laws thereof the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"Agreement), or shall arise out of or are be based upon any omission or alleged omission to state in these documents therein a material fact required to be stated in them the Registration Statement or Prospectus or in any amendment or amendments (if such Registration Statement and Prospectus, as from time to time amended and supplemented, are used by the Underwriter when seeking indemnity, in accordance with the provisions of the Act and the Rules and Regulations, including those relating to delivery of final prospectuses), or in any blue sky application or necessary to make the statements in them any thereof not misleading, ; provided, however, that this indemnity agreement shall not apply to any such losses, claims, demands, liabilities, or expenses arising out of of, or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them thereto or in any Blue Sky Applicationblue sky application arising out of, or arising out of or based upon upon, the omission or alleged omission to state in these documents therein a material fact required to be stated in them therein or necessary to make the statements in them therein not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, thereto or was made by the Underwriter in a Blue Sky Application blue sky application not in reliance upon information furnished by the Company. 2. The foregoing indemnity of the Company in favor of the Underwriter shall not be deemed to protect the Underwriter against any liability to the Company or its noteholders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of their reckless disregard of their obligations and duties under this Agreement. 3. (b) The Underwriter shall agrees to give the Company an opportunity to participate in the defense or preparation of the defense of any action brought against the Underwriter or controlling person of the Underwriter to enforce any such claim or liability, and the Company may shall have the right to so participate. The Company shall, subject to the provisions hereinafter stated, have the right to assume the defense of such action (including the employment of counsel and payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company's . In the event of any such assumption by the Company, the Underwriter or any controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless (i) the Company does not assume such defense or (ii) the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effected without the Company’s consent. The agreement of the Company under the foregoing indemnity is expressly conditioned upon notice of any such action being having been sent by the Underwriter or controlling person, as the case may be, to the Company, by letter or facsimile telegram (addressed as provided herein), in this Agreement hereinafter provided) promptly after the commencement of the any such action against the Underwriter or controlling person. Such , such notice must either be being accompanied by copies of papers served or filed in connection with the such action or by a statement of the nature of the action to the extent known to the UnderwriterUnderwriter or controlling person. Failure to so notify the Company within a reasonable time of an any such action shall relieve the Company of its respective liabilities under the foregoing indemnity, but failure to notify the Company as herein provided shall not relieve the Company it from any liability that the Company which it may have to the Underwriter or controlling person other than on account of the indemnity agreement contained in this Article IVArticle. 4. (a) The Underwriter likewise shall agrees to indemnify, defend and hold harmless the Company, each of its directors and each of its officers who has signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act free and harmless against any and all losses, claims, expensesdemands, liabilities and expenses (including reasonable legal or other expenses incurred by the indemnified person in connection with defending any such claims or liabilities whether or not resulting in any liability to the indemnified person) to which it any indemnified person may become subject subject, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, prospectus or in any amendment or amendments to the Registration Statement or the Prospectus, thereto or in any Blue Sky Applicationblue sky application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleadingamendments thereto, resulting from the use of written information furnished to the Company by the Underwriter expressly for use in the preparation of the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement thereto or the Prospectus, or in any Blue Sky Applicationblue sky application. 5. (b) The Company shall indemnified person agrees to give the Underwriter an opportunity to participate in the defense or preparation of the defense of any action brought against the Company such indemnified person to enforce any such claim or liability, and the Underwriter shall have the right to so participate. The Underwriter shall, subject to participatethe provisions hereinafter stated, have the right to assume the defense of such action (including the employment of counsel and the payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against it. The Company and each such director, officer or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the Underwriter unless (i) the Underwriter does not assume such defense or (ii) the employment of such counsel has been specifically authorized in a writing signed by the Underwriter. The Underwriter shall not be liable to indemnify any person for any settlement of any such action effected without the Underwriter consent. The agreement of the Underwriter under the foregoing indemnity is expressly conditioned upon notice of any such action being having been sent by the Company indemnified person to the Underwriter, by letter or by facsimile Underwriter in writing (addressed as provided in this Agreement)Agreement hereinafter provided) and via a nationally recognized and reputable courier service, promptly within five (5) days after the commencement of the such action against the Company. The indemnified person, such notice must either be being accompanied by copies of papers served or filed in connection with the such action or by a statement of the nature of the action to the extent known to the Companyindemnified person. Failure to so notify within the Underwriter of any action above five (5) day period shall relieve the Underwriter of its liability liabilities under the foregoing indemnity, but failure to notify the Underwriter shall not relieve the Underwriter from any liability which the Underwriter may have to the Company or its stockholders otherwise indemnified person other than on account of the indemnity agreement contained in this Article IVArticle. 66.3. The provisions of this Article IV shall not in any way prejudice any right or rights that which the Underwriter or person who controls the Underwriter within the meaning of Section 15 of the Act may have against the Company, Company or that any person who controls the Company within the meaning of Section 15 of the Act or the Company or such controlling person may have against the Underwriter, Underwriter or person controlling the Underwriter under any statute other than the Act, at common law or otherwise. 76.4. The indemnity agreements contained in this Article IV shall survive the Delivery Closing Date and shall also inure to the benefit of successors of the Company Company, successors of the Underwriter and successors of any person who controls either the UnderwriterCompany or the Underwriter within the meaning of Section 15 of the Securities Act, and shall be valid irrespective of any investigation made by or on behalf of the Underwriter or the Company.

Indemnity Provisions. 1. The Company shall agrees to indemnify, defend and hold the each Underwriter (including any underwriterincluding, dealer or securities dealer associated with the Underwriterspecifically, such Underwriter added as provided in Article II hereof), and each person, if any, who controls the any such Underwriter within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demandsdamages, liabilities, and liabilities or expenses (including reasonable legal or other expense expenses incurred by each such Underwriter and controlling person in connection with defending any such claims or liabilities, whether or not resulting in any liability to the such Underwriter (or to any controlling person), to which the such Underwriter or controlling person may incur become subject under the Act or at common law or otherwise, but only to the extent that the otherwise insofar as such losses, claims, demandsdamages, liabilities, and expenses or actions in respect thereof arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement or in any post-effective amendment thereof (or supplement to the Prospectus), (ii) any Sales Literature, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in iii) any Blue Sky Application, or arising out of or based upon (b) the omission or alleged omission to state in these documents the Registration Statement or any post-effective amendment thereof or in any Sales Literature or in any Blue Sky Application, a material fact required to be stated in them therein or necessary to make the statements in them therein not misleading, or (c) any untrue statements or alleged untrue statements of a material fact contained in any preliminary Prospectus, if used prior to the Effective Date, or in the Prospectus (if applicable, as amended or as supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter and Soliciting Dealer and each such controlling person for any legal or other expenses reasonably incurred by such Underwriter, Soliciting Dealer or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon and in conformity with information furnished to the Company by the or on behalf of any Underwriter in writing expressly or any Soliciting Dealer specifically for use with reference to such Underwriter or such Soliciting Dealer in the preparation of the Registration Statement or any such post-effective amendment thereof or any such Blue Sky Application or any such preliminary Prospectus or the Prospectus or any such amendment thereof or supplement thereto. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary Prospectus (or the Prospectus) but eliminated or remedied in the Prospectus (or in any amendment thereof or amendments supplement thereto), such indemnity agreement shall not inure to themthe benefit of any Underwriter or any Soliciting Dealer from whom the person asserting any loss, liability, claim or damage purchased the Interest which is the subject thereof (or to the benefit of any person who controls such Underwriter or such Soliciting Dealer), if a copy of the Prospectus (or of the Prospectus as so amended or supplemented) was made by not sent or given to such person at or prior to the Underwriter in a Blue Sky Application not in reliance upon information furnished time the subscription of such person was accepted by the Company. This indemnity agreement will be in addition to any liability which the Company may otherwise have. 2. The foregoing indemnity of the Company in favor of the Underwriter shall not be deemed to protect the Underwriter against any liability to the Company or its noteholders Holders to which the Underwriter would otherwise would, otherwise, be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of their reckless disregard of their obligations and duties under this Agreement. 3. The Underwriter shall agrees to give the Company an opportunity to participate in the defense defense, or preparation of the defense defense, of any action brought against the any such Underwriter or controlling person of the such Underwriter to enforce any such claim or liability, and the Company may shall have the right so to participate. The agreement is the Company's agreement , under the foregoing indemnity indemnity, is expressly conditioned upon notice of any such action being having been sent by the such Underwriter or controlling person, as the case may be, to the Company, by letter or facsimile (addressed as provided hereinto the principal place of business of the Company), promptly after the commencement of the such action against the such Underwriter or controlling person. Such , such notice must either be being accompanied by copies of papers served or filed in connection with the such action or by a statement of the nature of the action to the extent known to the such Underwriter. Failure to notify the Company within a reasonable time of an any such action shall relieve the Company of its respective liabilities under the foregoing indemnity, but failure to notify the Company as herein provided shall not relieve the Company it from any liability that the Company liability, which it may have to the any Underwriter or controlling person other than on account of the indemnity agreement contained in this Article IVSection. 4. The Underwriter and, if applicable, Soliciting Dealer jointly and severally likewise shall indemnify, defend agree to indemnify and hold harmless the Company against any and all losses, claims, expenses, and damages or liabilities to which it may become the Company becomes subject arising under the Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement or any post-effective amendment thereof, or (ii) any Blue Sky Application, or amendments thereto; or (b) the Prospectusomission or alleged omission to state in the Registration Statement or any post-effective amendment thereof, a material fact required to be stated therein or necessary to make the statements therein not misleading resulting from the use of information furnished to the Company by the Underwriter for use in the preparation of the Registration Statement or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application; or (c) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus, if used prior to the Effective Date or in the Prospectus (as amended, or arising out of as supplemented, if the Company shall have filed any amendment thereof or based upon supplement thereto) or the omission or alleged omission to state in these documents therein a material fact required to be stated in them therein or necessary in order to make the statements therein, in them the light of the circumstances under which they were made, not misleading; in each case to the extent, resulting from but only to the use of extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use or on behalf of such Soliciting Dealer in the preparation of the Registration Statement or the Prospectus, any such post-effective amendment thereof or in any amendment such Blue Sky Application or amendments to the Registration Statement any such preliminary Prospectus or the ProspectusProspectus or any such amendment thereof or supplement thereto; and will reimburse any legal or other expense reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any Blue Sky Applicationliability which such Underwriter or such Soliciting Dealer may otherwise have. 5. The Company shall agrees to give the each Underwriter an opportunity to participate in the defense or preparation of the defense of any action brought against the Company or such persons to enforce any such claim or liability, and the such Underwriter shall have the right so to participate. The agreement of the such Underwriter under the foregoing indemnity is expressly conditioned upon notice of any such action being having been sent by the Company to the Underwriter, such Underwriter (by letter or by facsimile (telegram addressed as provided in this AgreementAgreement hereinafter provided for), promptly after the commencement of the such action against the Company. The , such notice must either be being accompanied by copies of papers served or filed in connection with the such action or by a statement of the nature of the action to the extent known to the Company. Failure to notify the such Underwriter of any action shall relieve the such Underwriter of its liability under the foregoing indemnity, but failure to notify the such Underwriter as herein provided shall not relieve the such Underwriter from any liability liability, which the such Underwriter may have to the Company or its stockholders the Holders otherwise than on account of the indemnity agreement contained in this Article IVArticle. 6. The provisions of this Article IV shall not not, in any way way, prejudice any right or rights that the which any Underwriter may have against the Company, Company or that the Company may have against the Underwriter, any Underwriter under any statute other than the Act, at common law or otherwise. 7. The indemnity agreements contained in this Article IV shall survive the Delivery Date and shall inure to the benefit of successors of the Company and successors of the Underwriter, and shall be valid irrespective of any investigation made by or on behalf of the Underwriter or the Company.

Indemnity Provisions. 1. The Company shall indemnifyTenant covenants and agrees, defend at its sole cost and hold expense, to indemnify and save harmless the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), Landlord against and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expense incurred by each Underwriter and controlling person in connection with defending any claims or liabilities, whether or not resulting in any liability to the Underwriter (or to any controlling person), which the Underwriter or controlling person may incur under the Act or at common law or otherwise, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Company. 2. The foregoing indemnity of the Company in favor of the Underwriter shall not be deemed to protect the Underwriter against any liability to the Company or its noteholders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of their reckless disregard of their obligations and duties under this Agreement. 3. The Underwriter shall give the Company an opportunity to participate in the defense or preparation of the defense of any action brought against the Underwriter or controlling person of the Underwriter to enforce any claim or liability, and the Company may so participate. The Company's agreement under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Underwriter or controlling person, as the case may be, to the Company, by letter or facsimile (addressed as provided herein), promptly after the commencement of the action against the Underwriter or controlling person. Such notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Underwriter. Failure to notify the Company within a reasonable time of an action shall relieve the Company of its respective liabilities under the foregoing indemnity, but failure to notify the Company shall not relieve the Company from any liability that the Company may have to the Underwriter or controlling person other than on account of the indemnity agreement contained in this Article IV. 4. The Underwriter likewise shall indemnify, defend and hold harmless the Company against any and all losses, claims, expenses, and liabilities to which it may become subject arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, resulting from the use of written information furnished to the Company by the Underwriter expressly for use in the preparation of the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application. 5. The Company shall give the Underwriter an opportunity to participate in the defense or preparation of the defense of any action brought against the Company to enforce any claim or liability, and the Underwriter shall have the right so to participate. The agreement of the Underwriter under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Company to the Underwriter, by letter or by facsimile (addressed as provided in this Agreement), promptly after the commencement of the action against the Company. The notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Company. Failure to notify the Underwriter of any action shall relieve the Underwriter of its liability under the foregoing indemnity, but failure to notify the Underwriter shall not relieve the Underwriter from any liability which the Underwriter may have to the Company or its stockholders otherwise than on account of the indemnity agreement contained in this Article IV. 6. The provisions of this Article IV shall not in any way prejudice any right or rights that the Underwriter may have against the Company, or that the Company may have against the Underwriter, under any statute other than the Act, at common law or otherwise. 7. The indemnity agreements contained in this Article IV shall survive the Delivery Date and shall inure to the benefit of successors of the Company and successors of the Underwriter, and shall be valid irrespective of any investigation made by or on behalf of any person, firm or corporation, arising from the Underwriter conduct or management of or from any work or thing whatsoever done in or about the Companydemised premises during the Lease term or any extension thereof, and further to indemnify and save the Landlord harmless against and from any and all claims arising from any condition on the demised premises, or arising from any breach or default on the part of the Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed, pursuant to the terms of this Lease, or arising from any act or negligence of the Tenant, or any of its agents, contractors, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation (other than those caused by the Landlord or its servants and employees) occurring during the Lease term or any extension thereof, in or about the demised premises, and from and against all costs, counsel fees, expenses and liabilities incurred in or about any such claim, action or proceeding brought thereon; and in case any action or proceeding be brought against the Landlord by reason of any such claim, the Tenant upon notice from the Landlord covenants to resist or defend any such action or proceeding by counsel satisfactory to Landlord. The Tenant further covenants and agrees that the Landlord shall not be responsible or liable to the Tenant, or any person, firm or corporation claiming by, through or under the Tenant for, or by reason of, any defect in the demised premises, or from any injury or lose or damage to person or property resulting therefrom, and the Landlord shall not be responsible or liable to the Tenant, or any person, firm or corporation claiming by, through or under the Tenant, for any injury, loss or damage to any persons or to the demised premises, or to any property of the Tenant, or of any other person, contained in or upon the demised premises, caused by or arising from any defect whatsoever, or by or from any injury or damage caused by, arising or resulting from lightning, wind, tempest, water, snow or ice, in, upon or coming through or falling from the roof, or by or from other actions of the elements, or from any injury or damage caused by or arising, or resulting from acts of negligence of any occupant or occupants (other than the Landlord and its servants and employees) of adjacent, contiguous or neighboring premises, or any other cause whatsoever. The foregoing indemnity provisions shall not apply to losses occasioned by the negligence of Landlord or its employees.

Indemnity Provisions. 1. The Company shall indemnifyTenant and Landlord agree to exonerate, defend hold harmless, protect and hold the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), and indemnify each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, free and harmless other from and against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expense incurred by each Underwriter and controlling person in connection with defending any claims or liabilities, whether or not resulting in any liability to the Underwriter (or to any controlling person), which the Underwriter or controlling person may incur under the Act or at common law or otherwise, but only to the extent that the lossesdamages, claims, demandssuits or actions, liabilitiesjudgments and costs which may arise during the primary term of this Lease (or any extension thereof) for personal injury, and expenses arise loss of life or loss or damage to any property sustained in or about the Premises or the Building resulting from, or arising, directly or indirectly, out of the use or are based upon any untrue statement or alleged untrue statement occupancy of a material fact contained in the Registration Statement or in the ProspectusPremises; and from and against all costs, or counsel fees, expenses and liabilities incurred in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, such claims, demands, liabilities, the investigation thereof or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Company. 2. The foregoing indemnity of the Company in favor of the Underwriter shall not be deemed to protect the Underwriter against any liability to the Company or its noteholders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of their reckless disregard of their obligations and duties under this Agreement. 3. The Underwriter shall give the Company an opportunity to participate in the defense or preparation of the defense of any action or proceeding brought thereon; and from and against any judgments, orders, decrees or liens resulting from such matters and any fines levied by any authority for violation of any law, regulation or ordinance by virtue of the ownership and/or use of the Building and the Premises. Landlord shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other places resulting from dampness or any other cause whatsoever, except personal injury caused by or due to the gross negligence of Landlord. Landlord shall not be liable for interference with the gas and/or electrical service, heating/air conditioning, or for any defect, latent or otherwise, in the Premises. Tenant shall give prompt notice to Landlord in case of fire or other casualty or accidents in the Premises. Tenant shall not permit any mechanic’s or materialmen’s liens to be filed against the Underwriter or controlling person of the Underwriter to enforce Premises and hereby indemnifies and holds Landlord harmless from and against any claim or liability, and the Company damage, expense or cost which may so participate. The Company's agreement under the foregoing indemnity is expressly conditioned upon notice of any action being sent be incurred by the Underwriter or controlling person, as the case may be, to the Company, by letter or facsimile (addressed as provided herein), promptly after the commencement of the action against the Underwriter or controlling person. Such notice must either be accompanied by copies of papers served or filed Landlord in connection with any mechanic’s or materialmen’s liens which may be filed against the action or by Premises as a statement result of the nature of the action to the extent known to the Underwriter. Failure to notify the Company within a reasonable time of an action shall relieve the Company of its respective liabilities under the foregoing indemnity, but failure to notify the Company shall not relieve the Company from any liability that the Company may have to the Underwriter or controlling person other than on account of the indemnity agreement contained in this Article IV. 4. The Underwriter likewise shall indemnify, defend and hold harmless the Company against any and all losses, claims, expenses, and liabilities to which it may become subject arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, resulting from the use of written information furnished to the Company by the Underwriter expressly for use in the preparation of the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application. 5. The Company shall give the Underwriter an opportunity to participate in the defense or preparation of the defense of any action brought against the Company to enforce any claim or liability, and the Underwriter shall have the right so to participate. The agreement of the Underwriter under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Company to the Underwriter, by letter or by facsimile (addressed as provided in this Agreement), promptly after the commencement of the action against the Company. The notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Company. Failure to notify the Underwriter of any action shall relieve the Underwriter of its liability under the foregoing indemnity, but failure to notify the Underwriter shall not relieve the Underwriter from any liability which the Underwriter may have to the Company or its stockholders otherwise than on account of the indemnity agreement contained in this Article IV. 6. The provisions of this Article IV Lease. This indemnity shall not in specifically include attorneys’ fees and any way prejudice any right or rights that the Underwriter may have against the Company, or that the Company may have against the Underwriter, under any statute other than the Act, at common law or otherwisecosts incurred by landlord to enforce this indemnity. 7. The indemnity agreements contained in this Article IV shall survive the Delivery Date and shall inure to the benefit of successors of the Company and successors of the Underwriter, and shall be valid irrespective of any investigation made by or on behalf of the Underwriter or the Company.

Indemnity Provisions. 1. The Company shall indemnify, defend and hold the Underwriter Selling Agent (including any underwriter, dealer broker, or securities dealer associated with the UnderwriterSelling Agent), and each person, if any, who controls the Underwriter Selling Agent within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expense incurred by each Underwriter Selling Agent and any controlling person in connection with defending any claims or liabilities, whether or not resulting in any liability to the Underwriter (Selling Agent or to any controlling person), which the Underwriter ) that Selling Agent or such controlling person may incur under the Act or at common law or otherwise, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter selling agent or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities Notes covered by this Agreement under the securities laws of those state states (the "Blue Sky ApplicationApplications"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, ; provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky ApplicationApplications, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter Selling Agent in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter Selling Agent in a Blue Sky Application not in reliance upon information furnished by the Company. 2. The foregoing indemnity of the Company in favor of the Underwriter Selling Agent shall not be deemed to protect the Underwriter Selling Agent against any liability to the Company or its noteholders to which the Underwriter Selling Agent would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their its duties, or by reason of their its reckless disregard of their its obligations and duties under this Agreement. 3. The Underwriter Selling Agent shall give the Company an opportunity to participate in the defense or preparation of the defense of any action brought against the Underwriter Selling Agent or a controlling person of the Underwriter Selling Agent to enforce any claim or liability, and the Company may so participate. The Company's agreement under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Underwriter Selling Agent or a controlling person, as the case may be, to the Company, Company by letter or facsimile (addressed as provided herein), ) promptly after the commencement of the action against the Underwriter Selling Agent or a controlling person. Such notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the UnderwriterSelling Agent. Failure to notify the Company within a reasonable time of an action shall relieve the Company of its respective liabilities liability under the foregoing indemnity, but failure to notify the Company shall not relieve the Company from any liability that the Company may have to the Underwriter Selling Agent or a controlling person other than on account of the indemnity agreement contained in this Article IV. 4. The Underwriter Selling Agent likewise shall indemnify, defend and hold harmless the Company against any and all losses, claims, expenses, and liabilities to which it may become subject arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, resulting from the use of written information furnished to the Company by the Underwriter Selling Agent expressly for use in the preparation of the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application, or arising out of or based on the failure by Selling Agent or a member of the Selling Group to comply with all requirements of federal or state securities laws or any provision of this Agreement. 5. The Company shall give the Underwriter Selling Agent an opportunity to participate in the defense or preparation of the defense of any action brought against the Company to enforce any claim or liability, and the Underwriter Selling Agent shall have the right so to participate. The agreement of the Underwriter Selling Agent under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Company to the Underwriter, Selling Agent by letter or by facsimile (addressed as provided in this Agreement), ) promptly after the commencement of the action against the Company. The notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Company. Failure to notify the Underwriter Selling Agent of any action shall relieve the Underwriter Selling Agent of its liability under the foregoing indemnity, but failure to notify the Underwriter Selling Agent shall not relieve the Underwriter Selling Agent from any liability which the Underwriter Selling Agent may have to the Company or its stockholders otherwise than on account of the indemnity agreement contained in this Article IV. 6. The provisions of this Article IV shall not in any way prejudice any right or rights that the Underwriter Selling Agent may have against the Company, or that the Company may have against the UnderwriterSelling Agent, under any statute other than the Act, at common law or otherwise. 7. The indemnity agreements contained in this Article IV shall survive the Delivery Effective Date and shall inure to the benefit of the successors of the Company and the successors of the Underwriter, Selling Agent and shall be valid irrespective of any investigation made by or on behalf of the Underwriter Selling Agent or the Company.

Indemnity Provisions. 1. (a) The Company shall Stockholders will indemnify, defend and hold the Underwriter (harmless Purchaser and its subsidiaries, Affiliates and agents, including any underwriterwithout limitation their respective officers, dealer or securities dealer associated with the Underwriter)directors, employees, members, managers, shareholders, successors and assigns and each person, if any, who controls the Underwriter or may control Purchaser within the meaning of Section 15 of the ActSecurities Act (collectively, free and harmless the “Purchaser Indemnitees”) from and against any and all losses, claims, demands, liabilities, and expenses Losses (including reasonable legal or other expense incurred by each Underwriter and controlling person in connection with defending any claims or liabilities, whether or not resulting involving a Third-Party Claim), incurred or sustained by Purchaser or any other Purchaser Indemnitee arising out of, directly or indirectly, (i) any inaccuracy in any liability to the Underwriter or breach (or to any controlling person)claim by any third party alleging or constituting an inaccuracy or breach) of any representation or warranty of the Company or a Stockholder, which as of the Underwriter or controlling person may incur under the Act or at common law or otherwisedate of this Agreement, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement this Agreement or in the Prospectus, Ancillary Agreements or any other instrument delivered pursuant to this Agreement; or (ii) any breach of any covenant or agreement of a Stockholder contained in this Agreement or the Ancillary Agreements or in any amendment or amendments instrument delivered pursuant to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, Agreement; provided, however, that this indemnity agreement (i) Purchaser Indemnitees may not make any claims against the Stockholders unless the aggregate Losses incurred or sustained exceed $50,000 (the “Basket”); and (ii) that in no event shall not apply the Stockholders be liable to the Purchaser Indemnitees for any such Losses incurred or sustained exceeding, in the aggregate, an amount equal to fifteen percent (15%) of the Initial Consideration; and (iii) that the Stockholders shall only be liable to the Purchaser Indemnitees for such Losses incurred or sustained and claimed by the Expiration Date. For purposes of determining whether the Basket has been satisfied with respect to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company breach by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Company. 2. The foregoing indemnity of the Company in favor of the Underwriter shall not be deemed to protect the Underwriter against any liability to the Company or its noteholders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of their reckless disregard of their obligations and duties under this Agreement. 3. The Underwriter shall give the any Principal Company an opportunity to participate in the defense or preparation of the defense Stockholder of any action brought against the Underwriter or controlling person of the Underwriter to enforce any claim or liability, and the Company may so participate. The Company's agreement under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Underwriter or controlling person, as the case may be, to the Company, by letter or facsimile (addressed as provided herein), promptly after the commencement of the action against the Underwriter or controlling person. Such notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Underwriter. Failure to notify the Company within a reasonable time of an action shall relieve the Company of its respective liabilities under the foregoing indemnity, but failure to notify the Company shall not relieve the Company from any liability that the Company may have to the Underwriter or controlling person other than on account of the indemnity agreement representations and warranties contained in or made by or pursuant to this Article IVAgreement that are qualified by materiality or Material Adverse Effect, any such representation and warranty so qualified shall be deemed breached if it is untrue or incorrect, regardless of whether such breach would or could have a Material Adverse Effect or otherwise be material. Each Stockholder shall be responsible for acts of fraud only if it either participated in such fraud or had actual knowledge of such fraud on or before the Closing Date. 4. (b) The Underwriter likewise shall Purchaser will indemnify, defend and hold harmless each of the Company Stockholders and their Affiliates, agents, successors and assigns (collectively, the “Stockholder Indemnitees”) from and against any and all lossesLosses (whether or not involving a Third-Party Claim), claims, expenses, and liabilities to which it may become subject incurred or sustained by the Stockholders or any Stockholder Indemnitee arising out of, directly or indirectly, (i) any inaccuracy in or breach (or any claim by any third party alleging or constituting an inaccuracy or breach) of any representation or based upon warranty of the Purchaser, as of the date of this Agreement, contained in this Agreement or in the Ancillary Agreements or any untrue statement other instrument delivered pursuant to this Agreement; or alleged untrue statement (ii) any breach of any covenant or agreement of a material fact Purchaser contained in the Registration Statement this Agreement or the Prospectus, Ancillary Agreements or in any amendment instrument delivered pursuant to this Agreement; provided, however, that (i) Stockholder Indemnitees may not make any claims against the Purchaser unless the aggregate Losses incurred or amendments sustained exceed $50,000 (the “Basket”); and (ii) that in no event shall the Purchaser be liable to the Registration Statement Purchaser Indemnitees for any such Losses incurred or sustained exceeding, in the Prospectusaggregate, or in any Blue Sky Application, or arising out an amount equal to fifteen percent (15%) of or based upon the omission or alleged omission total consideration received for the sale of Stock pursuant to state in these documents a material fact required to Article II of this Agreement; and (iii) that the Purchaser shall only be stated in them or necessary to make the statements in them not misleading, resulting from the use of written information furnished liable to the Company Stockholder Indemnitees for such Losses incurred or sustained and claimed by the Underwriter expressly for use in Expiration Date. For purposes of determining whether the preparation of Basket has been satisfied with respect to any breach by the Registration Statement or the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any Blue Sky Application. 5. The Company shall give the Underwriter an opportunity to participate in the defense or preparation of the defense Purchaser of any action brought against the Company to enforce any claim or liability, and the Underwriter shall have the right so to participate. The agreement of the Underwriter under the foregoing indemnity is expressly conditioned upon notice of any action being sent by the Company to the Underwriter, by letter or by facsimile (addressed as provided in this Agreement), promptly after the commencement of the action against the Company. The notice must either be accompanied by copies of papers served or filed in connection with the action or by a statement of the nature of the action to the extent known to the Company. Failure to notify the Underwriter of any action shall relieve the Underwriter of its liability under the foregoing indemnity, but failure to notify the Underwriter shall not relieve the Underwriter from any liability which the Underwriter may have to the Company or its stockholders otherwise than on account of the indemnity agreement respective representations and warranties contained in this Article IV. 6. The provisions of this Article IV shall not in any way prejudice any right or rights that the Underwriter may have against the Company, or that the Company may have against the Underwriter, under any statute other than the Act, at common law or otherwise. 7. The indemnity agreements contained in this Article IV shall survive the Delivery Date and shall inure to the benefit of successors of the Company and successors of the Underwriter, and shall be valid irrespective of any investigation made by or pursuant to this Agreement that are qualified by materiality or Material Adverse Effect, any such representation and warranty so qualified shall be deemed breached if it is untrue or incorrect, regardless of whether such breach would or could have a Material Adverse Effect or otherwise be material. Purchaser shall be responsible for acts of fraud only if it either participated in such fraud or had actual knowledge of such fraud on behalf of or before the Underwriter or the CompanyClosing Date. This Section shall not be construed to prohibit an action for consideration which is unpaid at a time when Purchaser is then obligated to pay such amounts pursuant to Article II.