OF
RULE 502(C) UNDER THE ACT OR IN ANY MANNER INVOLVING A PUBLIC OFFERING WITHIN
THE MEANING OF SECTION 4(2) OF THE ACT HAS BEEN OR WILL BE USED BY THE INITIAL
PURCHASER OR ANY OF ITS REPRESENTATIVES IN CONNECTION WITH THE OFFER AND SALE OF
ANY OF THE NOTES.
(D)
REPRESENTATIONS OF ELIGIBLE PURCHASERS.
IN
CONNECTION WITH THE EXEMPT RESALES, IT WILL SOLICIT OFFERS TO BUY THE NOTES ONLY
FROM, AND WILL OFFER AND SELL THE NOTES ONLY TO, PERSONS WHOM IT REASONABLY
BELIEVES TO BE ELIGIBLE PURCHASERS IN ACCORDANCE WITH THIS AGREEMENT AND ON THE
TERMS CONTEMPLATED BY THE OFFERING CIRCULAR.
(E)
POWER AND AUTHORITY.
IT HAS ALL REQUISITE
POWER AND AUTHORITY TO ENTER INTO, DELIVER AND PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT, AND THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY IT.
8.
INDEMNIFICATION.
(A)
INDEMNIFICATION OF INITIAL PURCHASER.
EACH
OF THE ISSUERS, PARENT AND DJL SHALL, AND EACH OF THE ISSUERS SHALL CAUSE THE
GUARANTORS, IF ANY, TO, JOINTLY AND SEVERALLY, WITHOUT LIMITATION AS TO TIME,
INDEMNIFY AND HOLD HARMLESS THE INITIAL PURCHASER AND EACH PERSON, IF ANY, WHO
CONTROLS (WITHIN THE MEANING OF SECTION 15 OF THE ACT OR SECTION 20(A) OF THE
EXCHANGE ACT) THE INITIAL PURCHASER (ANY OF SUCH PERSONS BEING HEREINAFTER
REFERRED TO AS A "CONTROLLING PERSON"), AND THE RESPECTIVE OFFICERS, DIRECTORS,
PARTNERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF THE INITIAL PURCHASER AND ANY
SUCH CONTROLLING PERSON (COLLECTIVELY WITH THE INITIAL PURCHASER, THE "PURCHASER
INDEMNIFIED PARTIES"), TO THE FULLEST EXTENT LAWFUL, FROM AND AGAINST ANY AND
ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS (INCLUDING, WITHOUT LIMITATION,
COSTS OF PREPARATION AND REASONABLE ATTORNEYS' FEES) AND EXPENSES (INCLUDING,
WITHOUT LIMITATION, COSTS AND EXPENSES INCURRED IN CONNECTION WITH
INVESTIGATING, PREPARING, PURSUING OR DEFENDING AGAINST ANY OF THE FOREGOING)
(COLLECTIVELY, "LOSSES"), AS INCURRED, DIRECTLY OR INDIRECTLY CAUSED BY, RELATED
TO, BASED UPON, ARISING OUT OF OR IN CONNECTION WITH (I) ANY UNTRUE STATEMENT OR
ALLEGED UNTRUE
20
STATEMENT OF A MATERIAL FACT CONTAINED IN THE TERM SHEET OR THE OFFERING
CIRCULAR (OR ANY AMENDMENT OR SUPPLEMENT THERETO) AND (II) ANY OMISSION OR
ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED, THAT NONE OF THE ISSUERS,
PARENT, DJL OR ANY GUARANTOR SHALL BE LIABLE UNDER THE INDEMNITY PROVIDED IN
THIS SECTION 8(A) TO ANY PURCHASER INDEMNIFIED PARTY FOR ANY LOSSES THAT
(A) RESULT SOLELY FROM AN UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN, OR
THE OMISSION OF A MATERIAL FACT FROM, ANY TERM SHEET, WHICH UNTRUE STATEMENT OR
OMISSION WAS COMPLETELY CORRECTED IN THE OFFERING CIRCULAR (AS THEN AMENDED OR
SUPPLEMENTED) IF IT SHALL HAVE BEEN DETERMINED BY A COURT OF COMPETENT
JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT THAT (1) SUCH PURCHASER
INDEMNIFIED PARTY SOLD THE NOTES TO THE PERSON ALLEGING SUCH LOSS AND FAILED TO
SEND OR GIVE, AT OR PRIOR TO THE WRITTEN CONFIRMATION OF SUCH SALE, A COPY OF