Common use of Participating Broker Clause in Contracts

Participating Broker. Dealer severally agrees to indemnify, defend and hold harmless the Company, the Operating Partnership, the Dealer Manager, each of their respective Indemnified Parties, and each person who signs the Registration Statement, from and against any losses, claims, damages or liabilities to which the Company, the Operating Partnership, the Dealer Manager, or any of their respective Indemnified Parties, or any person who signed the Registration Statement, may become subject, under the Securities Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty by Participating Broker-Dealer, any material breach of a covenant by Participating Broker-Dealer, or any material failure by Participating Broker-Dealer to perform its obligations hereunder, or (b) any untrue statement or alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Sales Materials or (iii) in any application to qualify the Offered Shares for the offer and sale under the applicable state securities or “blue sky” laws of any state or jurisdiction, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus or necessary to make statements therein not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company, the Operating Partnership or the Dealer Manager by Participating Broker-Dealer specifically for use with reference to Participating Broker-Dealer in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature by Participating Broker-Dealer not authorized or approved by the Company or use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by Participating Broker-Dealer or Participating Broker-Dealer’s representatives or agents, or (e) any untrue statement made by Participating Broker-Dealer or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares, or (f) any material violation of this Agreement by Participating Broker-Dealer, or (f) any failure of Participating Broker-Dealer to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in connection with the Offering, including applicable FINRA Rules, Commission Rules and the USA PATRIOT Act, or (g) any other failure by Participating Broker-Dealer to comply with applicable FINRA rules or Commission Rules or any other applicable Federal or state laws in connection with the Offering. Participating Broker-Dealer will reimburse the aforesaid parties in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which Participating Broker-Dealer may otherwise have.

Participating Broker. Dealer severally agrees to indemnify, defend and hold harmless the Company, the Operating Partnership, the Dealer Manager, each of their respective Indemnified PartiesIndemnitees, and each person who signs the Registration Statement, from and against any losses, damages, claims, damages expenses or liabilities (including reasonable legal and other expenses incurred in the investigation and defense thereof), joint or several (“Losses”), to which the Company, the Operating Partnership, the Dealer Manager, or any of their respective Indemnified Parties, or any person who signed the Registration Statement, such parties may become subject, under the Securities Act or the Exchange Act otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) Losses arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty made by Participating Broker-DealerDealer in this Agreement, any material breach of a covenant made by Participating Broker-DealerDealer in this Agreement, or any other material breach of this Agreement by the Participating Broker-Dealer or failure by Participating Broker-Dealer to perform its obligations hereunder, or (b) any untrue statement or alleged untrue statement of a material fact contained in (i) in any the Registration Statement or any post-effective amendment thereto or the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (ii) in any Authorized Sales Materials or (iii) in any application to qualify the Offered Shares for the offer and sale under the applicable state securities or “blue sky” laws of any state or jurisdictionjurisdiction or based upon written information furnished by the Company or the Operating Partnership under the securities laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”), (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement Statement, the Prospectus, any Authorized Sales Materials or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus Blue Sky Application or necessary to make statements therein therein, in the light of the circumstances under which they were made, not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company, the Operating Partnership or the Dealer Manager by Participating Broker-Dealer specifically for use with reference to Participating Broker-Dealer in the Registration Statement Statement, the Prospectus any Authorized Sales Materials or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement theretoBlue Sky Application, or (d) any use of sales literature by Participating Broker-Dealer or Participating Broker-Dealer’s representatives or agents of sales literature that is not authorized Authorized Sales Material or approved any use by the Company Participating Broker-Dealer or use Participating Broker-Dealer’s representatives or agents of “broker-dealer use only” materials with members of the public concerning the Offered Shares by Participating Broker-Dealer or Participating Broker-Dealer’s representatives or agentspublic, or (e) in connection with the offer and sale of the Offered Shares, any untrue statement of a material fact made by Participating Broker-Dealer or its representatives or agents or omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading misleading, in connection each case, other than statements or omissions made in conformity with the offer and sale Registration Statement, the Prospectus or any Authorized Sales Materials, or any other materials or information furnished by or on behalf of the Offered SharesCompany, or (f) any material violation of this Agreement by Participating Broker-Dealer, or (f) any failure of Participating Broker-Dealer to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in connection with the Offering, including applicable FINRA Rules, Commission Rules and the USA PATRIOT Act, or (g) any other failure by Participating Broker-Dealer to comply with applicable FINRA Rules or SEC rules or Commission Rules or any other applicable Federal federal or state laws in connection with the Offering. Participating Broker-Dealer will reimburse the aforesaid parties in connection with investigation or defense of such loss, claim, damage, liability or actionLosses. This indemnity agreement will be in addition to any liability which Participating Broker-Dealer may otherwise have.

Participating Broker. Dealer severally agrees who seeks to indemnifysell Exchange Notes during the Applicable Period, defend and hold harmless the Companymake available for inspection by any Initial Purchaser, the Operating Partnership, the Dealer Manager, each any selling Holder of their respective Indemnified Parties, and each person who signs the such Registrable Notes being sold (with respect to a Registration Statement, from and against any losses, claims, damages or liabilities Statement filed pursuant to which the Company, the Operating Partnership, the Dealer ManagerSection 3 hereof), or any of their respective Indemnified Parties, or any person who signed the Registration Statement, may become subject, under the Securities Act or otherwise, insofar as each such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty by Participating Broker-Dealer, as the case may be, any material breach underwriter participating in any such disposition of a covenant Registrable Notes, if any, and any attorney, accountant or other agent retained by Participating Broker-Dealer, any such selling Holder or any material failure by each such Participating Broker-Dealer (with respect to perform any such Registration Statement), as the case may be, or underwriter (any such Initial Purchasers, Holders, Participating Broker-Dealers, underwriters, attorneys, accountants or agents, collectively, the "INSPECTORS"), upon written request, at the offices where normally kept, during reasonable business hours, all pertinent financial and other records, pertinent corporate documents and instruments of the Issuers and subsidiaries of the Issuers (collectively, the "RECORDS"), as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Issuers and any of its obligations hereundersubsidiaries to supply all information ("INFORMATION") reasonably requested by any such Inspector in connection with such due diligence responsibilities. Each Inspector shall agree in writing that it will keep the Records and Information confidential and that it will not disclose any of the Records or Information that any of the Issuers determines, in good faith, to be confidential and notifies the Inspectors in writing are confidential unless (i) the disclosure of such Records or Information is necessary to avoid or correct a misstatement or omission in such Registration Statement or Prospectus, (ii) the release of such Records or Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such Records or Information is necessary or advisable, in the opinion of counsel for any Inspector, in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder, or (biv) the information in such Records or Information has been made generally available to the public other than by an Inspector or an "affiliate" (as defined in Rule 405) thereof; PROVIDED, HOWEVER, that prior notice shall be provided as soon as practicable to the Issuers of the potential disclosure of any untrue statement or alleged untrue statement of a material fact contained information by such Inspector pursuant to clauses (i) in any Registration Statement or any post-effective amendment thereto or the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Sales Materials of this sentence to permit the Issuers to obtain a protective order (or waive the provisions of this paragraph (iiio)) in any application to qualify the Offered Shares for the offer and sale under the applicable state securities or “blue sky” laws of any state or jurisdiction, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus or that such Inspector shall take such actions as are reasonably necessary to make statements therein not misleading, provided, however, that in each case described in clauses protect the confidentiality of such information (b) and (cif practicable) to the extentextent such action is otherwise not inconsistent with, but only to an impairment of or in derogation of the extent, that such untrue statement or omission was made in reliance upon rights and in conformity with written information furnished to interests of the Company, the Operating Partnership or the Dealer Manager by Participating Broker-Dealer specifically for use with reference to Participating Broker-Dealer in the Registration Statement Holder or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature by Participating Broker-Dealer not authorized or approved by the Company or use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by Participating Broker-Dealer or Participating Broker-Dealer’s representatives or agents, or (e) any untrue statement made by Participating Broker-Dealer or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares, or (f) any material violation of this Agreement by Participating Broker-Dealer, or (f) any failure of Participating Broker-Dealer to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in connection with the Offering, including applicable FINRA Rules, Commission Rules and the USA PATRIOT Act, or (g) any other failure by Participating Broker-Dealer to comply with applicable FINRA rules or Commission Rules or any other applicable Federal or state laws in connection with the Offering. Participating Broker-Dealer will reimburse the aforesaid parties in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which Participating Broker-Dealer may otherwise haveInspector.

Participating Broker. Dealer severally agrees who seeks to indemnifysell Exchange Securities during the Applicable Period, defend and hold harmless the Companybefore filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Operating PartnershipCompany shall, if requested, furnish to and afford the Dealer Manager, each Holders of their respective Indemnified Parties, and each person who signs the Registrable Securities covered by such Registration Statement, from and against any lossestheir Special Counsel, claims, damages or liabilities to which the Company, the Operating Partnership, the Dealer Manager, or any of their respective Indemnified Parties, or any person who signed the Registration Statement, may become subject, under the Securities Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty by each Participating Broker-Dealer, the managing underwriters, if any, and their counsel a reasonable opportunity to review and make available for inspection by such Persons copies of all such documents (including copies of any material breach documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed, such financial and other information and books and records of a covenant by Participating Broker-Dealerthe Company, or any material failure by and cause the officers, directors and employees of the Company, Company counsel and independent certified public accountants of the Company, to respond to such inquiries, as shall be necessary, in the opinion of respective counsel to such Holders, Participating Broker-Dealer and underwriters, to perform its obligations hereunderconduct a reasonable investigation within the meaning of the Securities Act. The Company may require each Holder to agree to keep confidential any non-public information relating to the Company received by such Holder and not disclose such information (other than to an Affiliate or prospective purchaser who agrees to respect the confidentiality provisions of this Section 6(a)) until such information has been made generally available to the public unless the release of such information is required by law or necessary to respond to inquiries of regulatory authorities (including the National Association of Insurance Commissioners, or (b) any untrue statement similar organizations or alleged untrue statement of a material fact contained (i) in their successors). The Company shall not file any Registration Statement or any post-effective amendment thereto or the Prospectus or any amendment amendments or supplement supplements thereto in respect of which the Holders must be afforded an opportunity to review prior to the Prospectus or (ii) filing of such document, if the Holders of a majority in any Authorized Sales Materials or (iii) in any application to qualify the Offered Shares for the offer and sale under the applicable state securities or “blue sky” laws of any state or jurisdiction, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus or necessary to make statements therein not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company, the Operating Partnership or the Dealer Manager by Participating Broker-Dealer specifically for use with reference to Participating Broker-Dealer in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature by Participating Broker-Dealer not authorized or approved by the Company or use of “broker-dealer use only” materials with members aggregate principal amount of the public concerning the Offered Shares Registrable Securities covered by such Registration Statement, their Special Counsel, any Participating Broker-Dealer or Participating Broker-Dealer’s representatives or agentsthe managing underwriters, if any, or (e) any untrue statement made by Participating Broker-Dealer or its representatives or agents or omission to state a fact necessary in order to make their counsel shall reasonably object within five days after the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares, or (f) any material violation of this Agreement by Participating Broker-Dealer, or (f) any failure of Participating Broker-Dealer to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in connection with the Offering, including applicable FINRA Rules, Commission Rules and the USA PATRIOT Act, or (g) any other failure by Participating Broker-Dealer to comply with applicable FINRA rules or Commission Rules or any other applicable Federal or state laws in connection with the Offering. Participating Broker-Dealer will reimburse the aforesaid parties in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which Participating Broker-Dealer may otherwise havereceipt thereof.