Common use of Indemnity by the Company Clause in Contracts

Indemnity by the Company. Subject to the provisions of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person.

Indemnity by the Company. Subject If the Company registers any Registrable Securities held by the Holder under the Securities Act pursuant to the provisions of Section 11.44 or Section 5, the Company shall will indemnify and hold harmless the Holder, and each other person, if any, who controls the Holder, and each underwriter, if any, and each person who controls any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason underwriter within the meaning of Section 15 of the fact that such Person is Securities Act, against any losses, claims, damages or was a Memberliabilities, Officerjoint or several, directorto which the Holder, Managing Memberthe underwriter, Hotel Manager, controlling person, employee, legal representative or agent of the Companyif any, or is such controlling persons may become subject under the Securities Act or was serving at the request of the Company otherwise, insofar as managersuch losses, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid damages or liabilities (or actions in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing respect thereof) arise out of or defending the foregoing) (including are based upon any such brought by untrue statement or in the right alleged untrue statement of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise any material fact contained in any way relate to registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests required of the Company in connection with any such registration, and not will reimburse the Holder and the underwriter, their respective officers, directors and partners, and each person controlling the Holder and the underwriter, for any reasonable legal and any other expenses incurred in violation of this Agreement connection with investigating, defending or outside the scope of settling any such Person’s authorityclaim, andloss, with respect to a criminal action damage, liability or proceedingaction, had no reasonable cause to believe such Person’s conduct was unlawful; provided, provided that the Company shall have no obligation to indemnify or defend hereunder will not be liable in any such case to the extent that any such actionclaim, suit loss, damage or proceeding liability arises from fraud, bad faith, willful misconduct out of or gross negligence is based on any untrue statement or omission based upon written information furnished to the part of such Indemnified PersonCompany by an instrument duly executed by the Holder or the underwriter specifically for use therein.

Indemnity by the Company. Subject The Company agrees to the provisions of Section 11.4indemnify, save and hold harmless each Arranger, each Issuing Bank, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatenedAdministrative Agent, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of Syndication Agent and each Bank and their respective Related Parties (collectively the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified PersonIndemnitees”), ) from and against against: (a) any and all claims, actionsdemands, suitsactions or causes of action asserted by any third party or by the Company or any Borrower if the claim, proceedingsdemand, action or cause of action arises out of or relates to the Commitment, the use or contemplated use of proceeds of any Advance, any drawing under any Letter of Credit, any transaction contemplated by this Agreement, or any relationship or relationship alleged to exist by any Borrower, its Affiliates or any other third party of any Indemnitee to any Borrower related to this Agreement; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) of this Section 13.12; and (c) any and all liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and or expenses (including reasonable attorney’s attorneys’ fees and accountant’s fees, court costs disbursements and other out-of-pocket expenses actually professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct as determined by final, nonappealable judgment of a court of competent jurisdiction. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify the Company, but the failure to so promptly notify the Company shall not affect the Company’s obligations under this Section 13.12 unless such failure materially prejudices the Company’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Company in writing, such Indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Company to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which the Company may be liable for payment of indemnity hereunder shall give the Company written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Company’s prior written consent. In connection with any claim, demand, action or cause of action covered by this Section 13.12 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel selected by the Indemnitees and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of acceptable to the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”); provided that, if such Indemnified Person acted legal counsel determines in good faith and that representing all such Indemnitees would or could result in a manner conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnified Person Indemnitees, then to the extent reasonably believed necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee and reasonably acceptable to the Company, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; provided further that the amount of the legal fees to be in or not opposed reimbursed by the Company shall be limited to an amount reasonably determined following consultation among the Company, the Administrative Agent, the Banks and their respective legal counsel, to be equal to the best interests amount that would have been expended if the Indemnitees have been represented by one counsel. Any obligation or liability of the Company and not in violation to any Indemnitee under this Section 13.12 shall survive the expiration or termination of this Agreement and the repayment of all Advances and the payment and performance of all other Obligations owed to the Banks. In the case of an investigation, litigation or outside other proceeding to which the scope of indemnity in this Section 13.12 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, its directors, equityholders or creditors or an Indemnitee or any other Person’s authority, and, with respect to whether or not any Indemnitee is otherwise a criminal action party thereto and whether or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that not the Company transactions contemplated hereby are consummated. This Section 13.12 shall have no obligation to indemnify or defend hereunder not apply to the extent such that the losses, claims, demands, actions, causes of action, suit damages, liabilities or proceeding arises from fraudexpenses relate to any Taxes (including withholding Taxes and Other Taxes) for which there may be an indemnification, bad faith, willful misconduct reimbursement or gross negligence other payment obligation imposed on the part Company or any other Borrower pursuant to any other provision of such Indemnified Personthis Agreement (including, without limitation, Sections 3.8 and 3.12). No party hereto or any Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Indemnity by the Company. Subject to The Company shall (i) indemnify and hold harmless the provisions Purchaser and each person who controls the Purchaser, within the meaning of Section 11.415 of the Securities Act, against any losses, claims, damages or liabilities ("Losses"), to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company shall indemnify has furnished any Person who was supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a party state securities or is threatened blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party to for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of if such settlement is effected with the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent prior written consent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, however, that the Company shall have no obligation not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to indemnify the Company by or defend hereunder on behalf of any Purchaser expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent such action, suit or proceeding that the Loss arises from fraudthe sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, bad faithwithin the time required by the Securities Act, willful misconduct a copy of the Prospectus as then amended or gross negligence on supplemented, if the part of Company has previously furnished copies thereof to such Indemnified Personindemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. Subject If the Company registers any --------------------------- Registrable Securities held by a Holder under the Securities Act pursuant to the provisions of Section 11.41, the Company shall will indemnify and hold harmless BMO, the Holder, and each other person, if any, who controls the Holder, and each underwriter, if any, and each person who controls any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason underwriter within the meaning of Section 15 of the fact that such Person is Securities Act, against any losses, claims, damages or was a Memberliabilities, Officerjoint or several, directorto which BMO, Managing Memberthe Holder, Hotel Managerthe underwriter, controlling person, employee, legal representative or agent of the Companyif any, or is such controlling persons may become subject under the Securities Act or was serving at the request of the Company otherwise, insofar as managersuch losses, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid damages or liabilities (or actions in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing respect thereof) arise out of or defending the foregoing) (including are based upon any such brought by untrue statement or in the right alleged untrue statement of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise any material fact contained in any way relate to registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests required of the Company in connection with any such registration, and not will reimburse BMO, the Holder and the underwriter, their respective officers, directors and partners, and each person controlling the Holder and the underwriter, for any reasonable legal and any other expenses incurred in violation of this Agreement connection with investigating, defending or outside the scope of settling any such Person’s authorityclaim, andloss, with respect to a criminal action damage, liability or proceedingaction, had no reasonable cause to believe such Person’s conduct was unlawful; provided, provided that the Company shall have no obligation to indemnify or defend hereunder will not be liable in any such case to the extent that any such actionclaim, suit loss, damage or proceeding liability arises from fraudout of or is based on any untrue statement or omission based upon written information furnished to the Company by BMO, bad faith, willful misconduct the Holder or gross negligence on the part of such Indemnified Personunderwriter specifically for use therein.

Indemnity by the Company. Subject to The Company shall (i) indemnify and hold harmless each Purchaser and each person who controls such Purchaser, within the provisions meaning of Section 11.415 of the Securities Act, against any losses, claims, damages or liabilities ("Losses"), to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company shall indemnify has furnished any Person who was supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a party state securities or is threatened blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party to for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of if such settlement is effected with the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent prior written consent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, however, that the Company shall have no obligation not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to indemnify the Company by or defend hereunder on behalf of any Purchaser expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent such action, suit or proceeding that the Loss arises from fraudthe sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, bad faithwithin the time required by the Securities Act, willful misconduct a copy of the Prospectus as then amended or gross negligence on supplemented, if the part of Company has previously furnished copies thereof to such Indemnified Personindemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. Subject Without limitation of any other indemnity provided to any Holder, to the provisions of Section 11.4extent permitted by law, the Company shall will indemnify and hold harmless each Holder, the Affiliates, officers, directors and partners of each Holder, any Person underwriter (as defined in the Securities Act), and each Person, if any, who was controls such Holder or is underwriter (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any other federal or state law, as and when incurred, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a party “Violation”): (i) any untrue statement or is threatened alleged untrue statement of a material fact contained in a registration statement (including any preliminary Prospectus or final Prospectus contained therein or any amendments or supplements thereto or any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) related thereto), (ii) the omission or alleged omission to state therein a material fact required to be made a party stated therein or necessary to any threatenedmake the statements therein, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason in light of the fact that circumstances under which they were made, not misleading or (iii) any other violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse each such Person is or was a MemberHolder, OfficerAffiliate, officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, underwriter or controlling person, employee, person for any reasonable legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid expenses incurred by them in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing connection with investigating or defending the foregoing) (including any such brought by loss, claim, damage, liability, expense or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulaction; provided, however, that the Company shall have no obligation not be liable to indemnify any Holder in any such case for any such loss, claim, damage, liability, expense or defend hereunder action to the extent that it arises out of or is based upon a Violation which occurs (A) in reliance upon and in conformity with written information furnished expressly for use in the Offering registration statement or the Shelf Registration Statement or Prospectus by any such actionHolder or any officer, suit director, partner or proceeding arises from fraud, bad faith, willful misconduct controlling person thereof or gross negligence on (B) by such Holder’s failure to deliver a copy of the part Offering registration statement or the Shelf Registration Statement or Prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of such Indemnified Personcopies of the same.

Indemnity by the Company. Subject The Company agrees to indemnify, defend and hold harmless each Underwriter and any person who controls any Underwriter within the provisions meaning of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason 15 of the fact that such Person is Act or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent Section 20 of the CompanyExchange Act, or is or was serving at and the request respective directors, officers, employees and agents of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), each Underwriter from and against any and all claimsloss, actionsexpense, suitsliability, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses damage or claim (including the reasonable attorney’s and accountant’s feescost of investigation) which, court costs and other out-of-pocket expenses actually and reasonably incurred in investigatingjointly or severally, preparing or defending the foregoing) (including any such brought by Underwriter or in controlling person may incur under the right of Act, the Company) suffered Exchange Act or incurred by otherwise, insofar as such Indemnified Person while serving in such capacity loss, expense, liability, damage or that otherwise in any way relate to or arise claim arises out of or is based upon (i) any action breach of any representation, warranty or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests covenant of the Company and not in violation of this Agreement or outside the scope of such Person’s authoritycontained herein, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any preliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Indemnified PersonRegistration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise have.

Indemnity by the Company. Subject The Company will indemnify and hold harmless, to the provisions of Section 11.4fullest extent permitted by law (including the Act), the Company shall indemnify any Person who was or is a party or is threatened to be made a party to Shareholder and any threatenedunderwriter for such Shareholder, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling and each person, employeeif any, legal representative who controls the Shareholder or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”)such underwriter, from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgmentsclaims, finesliabilities, penalties, amounts paid in settlement, interestjoint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Shareholder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the 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 in which they are made, not misleading, and the Company will reimburse the Shareholder, such underwriter and each such controlling person of the Shareholder or the underwriter, promptly upon demand, for any reasonable attorney’s and accountant’s fees, court costs and legal or any other out-of-pocket expenses actually and reasonably incurred by them in connection with investigating, preparing to defend or defending the foregoing) (including any against or appearing as a third-party witness in connection with such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectivelyloss, “Indemnifiable Losses”)claim, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authoritydamage, andliability, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, however, that the Company shall have no obligation will not be liable to indemnify any such Shareholder, underwriter or defend hereunder controlling person in any such case to the extent that any such actionloss, suit damage, liability, cost or proceeding expense arises from fraudout of or is based solely upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Shareholder, bad faithsuch underwriter or such controlling persons in writing specifically for inclusion therein; provided, willful misconduct further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or gross negligence action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the part selling Shareholder, the underwriter or any controlling person of the selling Shareholder or the underwriter, and regardless of any sale in connection with such Indemnified Personoffering by the selling Shareholder. Such indemnity shall survive the transfer of securities by a selling Shareholder.

Indemnity by the Company. Subject The Company agrees to indemnify, defend and hold harmless each Underwriter and any person who controls any Underwriter within the provisions meaning of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason 15 of the fact that such Person is Act or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent Section 20 of the CompanyExchange Act, or is or was serving at and the request respective directors, officers, employees and agents of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), each Underwriter from and against any and all claimsloss, actionsexpense, suitsliability, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses damage or claim (including the reasonable attorney’s and accountant’s feescost of investigation) which, court costs and other out-of-pocket expenses actually and reasonably incurred in investigatingjointly or severally, preparing or defending the foregoing) (including any such brought by Underwriter or in controlling person may incur under the right of Act, the Company) suffered Exchange Act or incurred by otherwise, insofar as such Indemnified Person while serving in such capacity loss, expense, liability, damage or that otherwise in any way relate to or arise claim arises out of or is based upon (i) any action breach of any representation, warranty or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests covenant of the Company and not in violation of this Agreement or outside the scope of such Person’s authoritycontained herein, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence (ii) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required retain, or the Prospectus (the term Prospectus for the purpose of this Section 5 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company), (iv) any application or other document, or any amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction (domestic or foreign) in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any securities association or securities exchange (each an “Application”), (v) any omission or alleged omission to state a material fact required to be stated in any such Indemnified PersonRegistration Statement, or necessary to make the statements made therein not misleading, (vi) any omission or alleged omission from any such Permitted Free Writing Prospectus, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; except, in the case of (iii), (v) and (vi) above only, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement, Prospectus or Application. The indemnity agreement set forth in this Section 5.1 shall be in addition to any liability which the Company may otherwise have.

Indemnity by the Company. Subject to the provisions of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person.

Indemnity by the Company. Subject If the Company registers any Restricted Securities held by the Holder under the Securities Act pursuant to the provisions of Section 11.44 or Section 5, the Company shall will indemnify any Person who was or is a party or is threatened to be made a party to any threatenedand hold harmless the Holder, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling and each other person, employeeif any, legal representative who controls the Holder, against any losses, claims, damages or agent of liabilities, joint or several, to which the CompanyHolder, or is such controlling persons may become subject under the Securities Act or was serving at the request of the Company otherwise, insofar as managersuch losses, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid damages or liabilities (or actions in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing respect thereof) arise out of or defending the foregoing) (including are based upon any such brought by untrue statement or in the right alleged untrue statement of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise any material fact contained in any way relate to registration statement under which such Restricted Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests required of the Company in connection with any such registration, and not will reimburse the Holder, its officers, directors and partners, and each person controlling the Holder, for any reasonable legal and any other expenses incurred in violation of this Agreement connection with investigating, defending or outside the scope of settling any such Person’s authorityclaim, andloss, with respect to a criminal action damage, liability or proceedingaction, had no reasonable cause to believe such Person’s conduct was unlawful; provided, provided that the Company shall have no obligation to indemnify or defend hereunder will not be liable in any such case to the extent that any such actionclaim, suit loss, damage or proceeding liability arises from fraud, bad faith, willful misconduct out of or gross negligence is based on any untrue statement or omission based upon written information furnished to the part of such Indemnified PersonCompany by an instrument duly executed by the Holder specifically for use therein.

Indemnity by the Company. Subject to the provisions of Section 11.4conditions set ------------------------ forth below, the Company shall agrees to indemnify and hold harmless each Eligible Holder, its officers, directors, partners, employees, agents and counsel, and each person, if any, who controls any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason such person within the meaning of Section 15 of the fact that such Person is Securities Act or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent Section 20(a) of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”)Exchange Act, from and against any and all claimsloss, actionsliability, suitscharge, proceedingsclaim, liabilitiesdamage and expense whatsoever (which shall include, obligationsfor all purposes of this Article VII, losseswithout limitation, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs attorneys' fees and any and all expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), as and when incurred, arising out of, based upon, or in connection with any untrue statement, or alleged untrue statement of a material fact contained (a) in any registration statement, preliminary prospectus or final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, relating to the foregoingsale of any of the Warrant Shares, or (b) in any application or other document or communication (including any such brought in this Article VII collectively called an "application") executed by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Warrant Shares under the securities or blue sky laws thereof or filed with the Commission or any securities exchange; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and not in violation of this Agreement or outside conformity with written information furnished to the scope of such Person’s authority, andCompany, with respect to a criminal action such Eligible Holder by or proceedingon behalf of such person expressly for inclusion in any registration statement, had no reasonable cause to believe such Person’s conduct was unlawfulpreliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be; provided, -------- however, that the foregoing indemnity with respect to any preliminary -------- prospectus would not inure to the benefit of any Eligible Holder if the Eligible Holder failed to send or give a copy of the final prospectus to the person asserting such claim at or prior to the written confirmation of the sale to such person and the final prospectus did not contain any untrue statement or alleged untrue statement or omission or alleged omission giving rise to such claim. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Warrant Agreement. If any action is brought against any Eligible Holder or any of its officers, directors, partners, employees, agents or counsel, or any controlling persons of such person (an "indemnified party") in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the institution of such action (but the failure so to notify shall not relieve the Company from any liability other than pursuant to this Section 7.01) and the Company shall have no obligation to indemnify or defend hereunder to promptly assume the extent defense of such action, suit including the employment of counsel (reasonably satisfactory to such indemnified party or parties) and payment of expenses. Such indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the Company shall not have promptly employed counsel reasonably satisfactory to such indemnified party or parties to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded, based on advice of counsel, that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. Anything in this Article VII to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of each indemnified party that is not released as described in this sentence, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, in respect of which indemnity may be sought hereunder (whether or not any indemnified party is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from all liability in respect of such action. The Company agrees promptly to notify the Eligible Holders of the commencement of any litigation or proceeding arises from fraudagainst the Company or any of its officers or directors in connection with the sale of any Warrant Shares or any preliminary prospectus, bad faithprospectus, willful misconduct registration statement or gross negligence on the part amendment or supplement thereto, or any application relating to any sale of such Indemnified Personany Warrant Shares.

Indemnity by the Company. Subject If the Company registers any --------------------------- Registrable Securities held by a Holder under the Securities Act pursuant to the provisions of Section 11.41, the Company shall will indemnify and hold harmless BMO and its affiliates, the Holder, and each other person, if any, who controls the Holder, and each underwriter, if any, and each person who controls any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason underwriter within the meaning of Section 15 of the fact that such Person is Securities Act, against any losses, claims, damages or was a Memberliabilities, Officerjoint or several, directorto which BMO and its affiliates, Managing Memberthe Holder, Hotel Managerthe underwriter, controlling person, employee, legal representative or agent of the Companyif any, or is such controlling persons may become subject under the Securities Act or was serving at the request of the Company otherwise, insofar as managersuch losses, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid damages or liabilities (or actions in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing respect thereof) arise out of or defending the foregoing) (including are based upon any such brought by untrue statement or in the right alleged untrue statement of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise any material fact contained in any way relate to registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests required of the Company in connection with any such registration, and not will reimburse BMO and its affiliates, the Holder and the underwriter, their respective officers, directors and partners, and each person controlling the Holder and the underwriter, for any reasonable legal and any other expenses incurred in violation of this Agreement connection with investigating, defending or outside the scope of settling any such Person’s authorityclaim, andloss, with respect to a criminal action damage, liability or proceedingaction, had no reasonable cause to believe such Person’s conduct was unlawful; provided, provided that the Company shall have no obligation to indemnify or defend hereunder will not be liable in any such case to the extent that any such actionclaim, suit loss, damage or proceeding liability arises from fraudout of or is based on any untrue statement or omission based upon written information furnished to the Company by BMO and its affiliates, bad faith, willful misconduct the Holder or gross negligence on the part of such Indemnified Personunderwriter specifically for use therein.

Indemnity by the Company. Subject to the provisions of Section 11.4conditions set forth below, the Company shall agrees to indemnify and hold harmless each Eligible Holder, its officers, directors, partners, employees, agents and counsel, and each person, if any, who controls any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason such person within the meaning of Section 15 of the fact that such Person is Securities Act or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent Section 20(a) of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”)Exchange Act, from and against any and all claimsloss, actionsliability, suitscharge, proceedingsclaim, liabilitiesdamage and expense whatsoever (which shall include, obligationsfor all purposes of this Article VII, losseswithout limitation, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs attorneys' fees and any and all expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), as and when incurred, arising out of, based upon, or in connection with (i) any untrue statement, or alleged untrue statement of a material fact contained (A) in any registration statement, preliminary prospectus or final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, relating to the foregoingsale of any of the Warrant Shares, or (B) in any application or other document or communication (including any such brought in this Article VII collectively called an "application") executed by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Warrant shares under the securities or blue sky laws thereof or filed with the Commission or any securities exchange; or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and not in violation of this Agreement or outside conformity with written information furnished to the scope of such Person’s authority, andCompany, with respect to a criminal such Eligible Holder by or on behalf of such person expressly for inclusion in any registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be, or (ii) any breach of any representation, warranty, covenant or agreement of the Company contained in the Warrant Agreement. The foregoing agreement to indemnify shall be in addition to any liability the Company may otherwise have, including liabilities arising under this Warrant Agreement. If any action is brought against any Eligible Holder or any of its officers, directors, partners, employees, agents or counsel, or any controlling persons of such person (an "indemnified party") in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, such indemnified party or parties shall promptly notify the Company in writing of the institution of such action (but the failure so to notify shall not relieve the Company from any liability other than pursuant to this Section 7.01) and the Company shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such indemnified party or parties) and payment of expenses. Such indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation promptly employed counsel reasonably satisfactory to indemnify such indemnified party or defend hereunder parties to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be one or more legal defenses available to it or them or to other indemnified parties which are different from or additional to those available to the extent Company, in any of which events such fees and expenses shall be borne by the Company, and the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties. Anything in this Article VII to the contrary notwithstanding, the Company shall not be liable for any settlement of any such claim or action effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of each indemnified party that is not released as described in this sentence, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, in respect of which indemnity may be sought hereunder (whether or not any indemnified party is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from all liability in respect of such action, suit . The Company agrees promptly to notify the Eligible Holders of the commencement of any litigation or proceeding arises from fraudagainst the Company or any of its officers or directors in connection with the sale of any Warrant Shares or any preliminary prospectus, bad faithprospectus, willful misconduct registration statement or gross negligence on the part amendment or supplement thereto, or any application relating to any sale of such Indemnified Personany Warrant Shares.

Indemnity by the Company. Subject The Company shall indemnify, to the provisions of Section 11.4fullest extent permitted by Maryland law, the Company shall indemnify as applicable from time to time, Executive, his heirs, successors and assigns, against any Person who judgments, penalties, fines, settlements and reasonable expenses and any other liabilities arising in connection with any action, suit, or proceeding (whether civil, criminal, administrative or investigative) in which such person is or was or is made a party to, or is threatened to be made a party to, or is or was involved in because of any action alleged to have been taken or omitted in by Executive in his capacity as a director or officer or agent of the Company or any of its affiliates or subsidiaries (for whatever reason, including without limitation, insurance claims, litigation, casualty losses, director's and officer's liability, or securities laws), and the Company shall pay or reimburse all reasonable expenses incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, proceeding (whether civil, criminal, administrative or investigative investigative) in which such person is a party because of any action alleged to have been taken or omitted by reason of the fact that such Person is Executive in his capacity as a director or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative officer or agent of the CompanyCompany or any of its affiliates or subsidiaries (for whatever reason, including without limitation, insurance claims, litigation, casualty losses, director's and officer's liability, or is or was serving at the request securities laws), in advance of the final disposition of the proceeding, to the fullest extent permitted by, and in accordance with the applicable requirements of, Maryland law, as applicable from time to time, in each case, other than in connection with fraud or a criminal act by Executive. In addition, the Company as managerirrevocably and unconditionally releases and discharges Executive, directorhis heirs, Managing Membersuccessors and assigns (separately and collectively, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”"Executive Released Parties"), jointly and individually, from and against any and all claims, actions, suits, proceedings, liabilities, obligations, lossesdemands, damages, judgmentsand causes of action of any nature or kind whatsoever, finesknown or unknown, penaltieswhich the Company, amounts paid its affiliates, related companies or entities, successors and assigns have or may have against the Executive Released Parties based upon, relating to, or arising from the any action taken by Executive by and within the scope of his authority as a officer, director, employee or other agent of the Company or any of its subsidiaries or affiliates during the period of his employment with the Company (other than in settlementconnection with fraud or a criminal act by Executive), interestit being understood that the foregoing release will not release Executive, costs his heirs, successors and expenses assigns, from any current or future obligation under the terms of any written agreement that survives the execution of this Agreement (including reasonable attorney’s including, without limitation, any promissory note from the Executive to the Company or its affiliates and accountant’s feesagreements related thereto) to which such person is bound or has enter other than by and within the scope of Executive's authority as an officer, court costs and director, employee or other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right agent of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person.

Indemnity by the Company. Subject If the Company registers any Restricted Securities pursuant to the provisions of Section 11.4this Agreement, the Company shall will indemnify any Person and hold harmless each Holder, its officers, directors and partners and each other person, if any, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason controls (within the meaning of the fact that such Person is Securities Act) each Holder, against any losses, claims, damages or was a Memberliabilities, Officerjoint or several, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Companyto which each Holder, or is such controlling persons may become subject under the Securities Act or was serving at the request of the Company otherwise, insofar as managersuch losses, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid damages or liabilities (or actions in settlement, interest, costs and expenses respect thereof) arise out of or are based upon any untrue statement (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoingalleged untrue statement) (including of any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise material fact contained in any way relate to registration statement under which such Restricted Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests required of the Company in connection with any such registration, and not will reimburse each Holder, its officers, directors and partners, and each person controlling each Holder, for any reasonable legal and any other expenses incurred in violation of this Agreement connection with investigating, defending or outside the scope of settling any such Person’s authorityclaim, andloss, with respect to a criminal action damage, liability or proceedingaction, had no reasonable cause to believe such Person’s conduct was unlawful; provided, provided that the Company shall have no obligation to indemnify or defend hereunder will not be liable in any such case to the extent that any such actionclaim, suit loss, damage or proceeding liability arises from fraud, bad faith, willful misconduct out of or gross negligence is based on any untrue statement or omission based upon written information furnished to the part of such Indemnified PersonCompany by an instrument duly executed by each Holder specifically for use therein.

Indemnity by the Company. Subject to the provisions of Section 11.4, the The Company shall (i) indemnify and hold harmless each Designated Holder, any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officerofficer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative employee or agent of, and each person who controls, the Designated Holder, within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities,("Losses"), to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company has furnished any supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a state securities or blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, however, that the Company shall have no obligation not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to indemnify the Company by or defend hereunder on behalf of PB expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent such action, suit or proceeding that the Loss arises from fraudthe sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, bad faithwithin the time required by the Securities Act, willful misconduct a copy of the Prospectus as then amended or gross negligence on supplemented, if the part of Company has previously furnished copies thereof to such Indemnified Personindemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. Subject to The Company shall (i) indemnify and hold harmless the provisions Purchasers and each person who controls the Purchasers, within the meaning of Section 11.415 of the Securities Act, against any losses, claims, damages or liabilities ("Losses"), to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company shall indemnify has furnished any Person who was supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a party state securities or is threatened blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party to for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of if such settlement is effected with the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent prior written consent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, however, that the Company shall have no obligation not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to indemnify the Company by or defend hereunder on behalf of any Purchasers expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent such action, suit or proceeding that the Loss arises from fraudthe sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, bad faithwithin the time required by the Securities Act, willful misconduct a copy of the Prospectus as then amended or gross negligence on supplemented, if the part of Company has previously furnished copies thereof to such Indemnified Personindemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. (a) Subject to the provisions of Section 11.4limitations set forth in this Agreement, the Company shall agrees to indemnify any Person who was or is a party or is threatened to be made a party to any threatenedand save harmless the Custodian, pending or completed actionits Affiliates, suit or proceedingits Sub-Custodians and their respective directors, whether civilofficers, criminalemployees, administrative or investigative by reason of partners, agents, advisors, shareholders and nominees (collectively, the fact that such Person is or was a Member“Indemnified Parties” and individually, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified PersonParty”), ) from and against any and all losses, claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgmentsliabilities or expenses of whatsoever nature or kind, fines, penalties, amounts including the aggregate amount paid in settlementreasonable settlement of any actions, interestsuits, costs proceedings, investigations or claims and expenses (including the reasonable attorney’s and accountant’s fees, court costs disbursements and other outtaxes of their counsel, in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party (each a “Claim” and, collectively, the “Claims”) to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, this Agreement or the services set forth in this Agreement to be provided by the Custodian or any Sub-of-pocket expenses actually and reasonably incurred in investigatingCustodian; provided, preparing or defending the foregoing) (including however, that such indemnity shallnot apply to any such brought Claim occasioned by or resulting from the gross negligence, fraud or wilful default (or, in the right respect of the Company) suffered Custodian or Sub-Custodian as Indemnified Party, the Custodian’s or Sub-Custodian’s breach of the Standard of Care). The Company agrees to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Person while serving Party in such capacity connection with any Claim or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith enforcing this indemnity as and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Personwhen incurred.

Indemnity by the Company. Subject The Company will indemnify and hold harmless, to the provisions of Section 11.4fullest extent permitted by law, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to Management Stockholder and any threatenedunderwriter for such Management Stockholder, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling and each person, employeeif any, legal representative who controls the Management Stockholder or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”)such underwriter, from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgmentsclaims, finesliabilities, penalties, amounts paid in settlement, interestjoint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Management Stockholder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the 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 in which they are made, not misleading, and the Company will reimburse the Management Stockholder, such underwriter and each such controlling person of the Management Stockholder or the underwriter, promptly upon demand, for any reasonable attorney’s and accountant’s fees, court costs and legal or any other out-of-pocket expenses actually and reasonably incurred by them in connection with investigating, preparing to defend or defending the foregoing) (including any against or appearing as a third-party witness in connection with such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectivelyloss, “Indemnifiable Losses”)claim, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authoritydamage, andliability, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, however, that the Company shall have no obligation will not be liable to indemnify any such Management Stockholder, underwriter or defend hereunder controlling person in any such case to the extent that any such actionloss, suit damage, liability, cost or proceeding expense arises from fraudout of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Management Stockholder, bad faithsuch underwriter or such controlling persons in writing specifically for inclusion therein; provided, willful misconduct further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or gross negligence action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the part selling Management Stockholder, the underwriter or any controlling person of the selling Management Stockholder or the underwriter, and regardless of any sale in connection with such Indemnified Personoffering by the selling Management Stockholder. Such indemnity shall survive the transfer of securities by a selling Management Stockholder.

Indemnity by the Company. Subject If the Company registers any Restricted Securities under the Securities Act pursuant to the provisions of Section 11.44, the Company shall will indemnify and hold harmless the Holders of such Restricted Securities thereunder, each underwriter of such Restricted Securities thereunder and each other person, if any, who controls any Person who was Holder or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Holders, underwriter or controlling persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact that contained in any registration statement under which such Person is Restricted Securities were registered under the Securities Act, any preliminary prospectus or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Companyfinal prospectus contained therein, or is any amendment or was serving at the request of the Company as managersupplement thereof, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests required of the Company in connection with any such registration, and not will reimburse the Holders, each of their respective officers, directors and partners, and each person controlling any of the Holders, each such underwriter and each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in violation of this Agreement connection with investigating, defending or outside the scope of settling any such Person’s authorityclaim, andloss, with respect to a criminal action damage, liability or proceedingaction, had no reasonable cause to believe such Person’s conduct was unlawful; provided, provided that the Company shall have no obligation will not be liable in any such case to indemnify or defend hereunder any Holder to the extent that any such actionclaim, suit loss, damage or proceeding liability arises from fraud, bad faith, willful misconduct out of or gross negligence is based on any untrue statement or omission based upon written information furnished to the part of Company or to an underwriter by an instrument duly executed by such Indemnified PersonHolder specifically for use therein.

Indemnity by the Company. Subject If the Company registers any Restricted Securities under the Securities Act pursuant to the provisions of Section 11.44, the Company shall will indemnify and hold harmless the Holders of such Restricted Securities thereunder, each underwriter of such Restricted Securities thereunder and each other person, if any, who controls any Person who was Holder or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Holders, underwriter or controlling persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact that contained in any registration statement under which such Person is Restricted Securities were registered under the Securities Act, any preliminary prospectus or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Companyfinal prospectus contained therein, or is any amendment or was serving at the request of the Company as managersupplement thereof, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests required of the Company in connection with any such registration, and not will reimburse the Holders, each of their respective officers, directors and partners, and each person controlling any of the Holders, each such underwriter and each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in violation of this Agreement connection with investigating, defending or outside the scope of settling any such Person’s authorityclaim, andloss, with respect to a criminal action damage, liability or proceedingaction, had no reasonable cause to believe such Person’s conduct was unlawful; provided, provided that the Company shall have no obligation to indemnify or defend hereunder will not be liable in any such case to the extent that any such actionclaim, suit loss, damage or proceeding liability arises from fraud, bad faith, willful misconduct out of or gross negligence is based on any untrue statement or omission based upon written information furnished to the part Company by an instrument duly executed by any of such Indemnified Personthe Holders or underwriter specifically for use therein.

Indemnity by the Company. Subject to the provisions of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an a “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authorityAgreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated by the Management Board.

Indemnity by the Company. Subject If the Company registers any Restricted Securities pursuant to the provisions of Section 11.44, the Company shall will indemnify any Person who was or is a party or is threatened to be made a party to any threatenedand hold harmless each Holder, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling and each other person, employeeif any, legal representative who controls each Holder, against any losses, claims, damages or agent of the Companyliabilities, joint or several, to which each Holder, or is such controlling persons may become subject under the Securities Act or was serving at the request of the Company otherwise, insofar as managersuch losses, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid damages or liabilities (or actions in settlement, interest, costs and expenses respect thereof) arise out of or are based upon any untrue statement (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoingalleged untrue statement) (including of any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise material fact contained in any way relate to registration statement under which such Restricted Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests required of the Company in connection with any such registration, and not will reimburse each Holder, its officers, directors and partners, and each person controlling each Holder, for any reasonable legal and any other expenses incurred in violation of this Agreement connection with investigating, defending or outside the scope of settling any such Person’s authorityclaim, andloss, with respect to a criminal action damage, liability or proceedingaction, had no reasonable cause to believe such Person’s conduct was unlawful; provided, provided that the Company shall have no obligation to indemnify or defend hereunder will not be liable in any such case to the extent that any such actionclaim, suit loss, damage or proceeding liability arises from fraud, bad faith, willful misconduct out of or gross negligence is based on any untrue statement or omission based upon written information furnished to the part of such Indemnified PersonCompany by an instrument duly executed by each Holder specifically for use therein.

Indemnity by the Company. Subject to the provisions of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “"Indemnified Person”"), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's and accountant’s 's fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “"Indemnifiable Losses”"), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authorityAgreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s 's conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated by the Management Board.

Indemnity by the Company. Subject The Company shall indemnify, to the provisions of Section 11.4fullest extent permitted by Maryland law, as applicable from time to time, Executive, his heirs, successors and assigns, LG Trust and the Company shall indemnify Cavexxxxx Xxxily Trust against any Person who judgments, penalties, fines, settlements and reasonable expenses and any other liabilities arising in connection with any action, suit, or proceeding (whether civil, criminal, administrative or investigative) in which such person is or was or is made a party to, or is threatened to be made a party to, or is or was involved in because of any action alleged to have been taken or omitted in by Executive in his capacity as a director or officer or agent of the Company or any of its affiliates or subsidiaries (for whatever reason, including without limitation, insurance claims, litigation, casualty losses, director's and officer's liability, or securities laws), and the Company shall pay or reimburse all reasonable expenses incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, proceeding (whether civil, criminal, administrative or investigative investigative) in which such person is a party because of any action alleged to have been taken or omitted by reason of the fact that such Person is Executive in his capacity as a director or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative officer or agent of the CompanyCompany or any of its affiliates or subsidiaries (for whatever reason, including without limitation, insurance claims, litigation, casualty losses, director's and officer's liability, or is or was serving at the request securities laws), in advance of the final disposition of the proceeding, to the fullest extent permitted by, and in accordance with the applicable requirements of, Maryland law, as applicable from time to time, in each case, other than in connection with fraud or a criminal act by Executive. In addition, the Company as managerirrevocably and unconditionally releases and discharges Executive, directorhis heirs, Managing Membersuccessors and assigns, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise LG Trust and the Cavexxxxx Xxxily Trust (an “Indemnified Person”separately and collectively "Executive Released Parties"), jointly and individually, from and against any and all claims, actions, suits, proceedings, liabilities, obligations, lossesdemands, damages, judgmentsand causes of action of any nature or kind whatsoever, finesknown or unknown, penaltieswhich the Company, amounts paid its affiliates, related companies or entities, successors and assigns have or may have against the Executive Released Parties based upon, relating to, or arising from the any action taken by Executive by and within the scope of his authority as a officer, director, employee or other agent of the Company or any of its subsidiaries or affiliates during the period of his employment with the Company (other than in settlementconnection with fraud or a criminal act by Executive). It being understood that the foregoing release will not release Executive, interesthis heirs, costs successors and expenses (including reasonable attorney’s assigns, LG Trust and accountant’s feesthe Cavexxxxx Xxxily Trust from any current or future obligation under the terms of any written agreement that survives the execution of this Agreement to which such person is bound or has enter other than by and within the scope of Executive's authority as an officer, court costs and director, employee or other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right agent of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person.

Indemnity by the Company. Subject Without limitation of any other indemnity provided to any Holder, to the provisions of Section 11.4extent permitted by law, the Company shall will indemnify and hold harmless each Holder, the Affiliates, officers, directors and partners of each Holder, any Person underwriter (as defined in the Securities Act), and each Person, if any, who was controls such Holder or is underwriter (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any other federal or state law, as and when incurred, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a party “Violation”): (i) any untrue statement or is threatened alleged untrue statement of a material fact contained in a registration statement (including any preliminary Prospectus or final Prospectus contained therein or any amendments or supplements thereto or any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) related thereto), (ii) the omission or alleged omission to state therein a material fact required to be made a party stated therein or necessary to any threatenedmake the statements therein, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason in light of the fact that circumstances under which they were made, not misleading or (iii) any other violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse each such Person is or was a MemberHolder, OfficerAffiliate, officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, underwriter or controlling person, employee, person for any reasonable legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid expenses incurred by them in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing connection with investigating or defending the foregoing) (including any such brought by loss, claim, damage, liability, expense or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulaction; provided, however, that the Company shall have no obligation not be liable to indemnify any Holder in any such case for any such loss, claim, damage, liability, expense or defend hereunder action to the extent that it arises out of or is based upon a Violation which occurs (A) in reliance upon and in conformity with written information furnished expressly for use in the Shelf Registration Statement or Prospectus by any such actionHolder or any officer, suit director, partner or proceeding arises from fraud, bad faith, willful misconduct controlling person thereof or gross negligence on (B) by such Holder’s failure to deliver a copy of the part Shelf Registration Statement or Prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of such Indemnified Personcopies of the same.