Common use of Indemnification of Company, Directors and Officers Clause in Contracts

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction Entities, their directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters.

Indemnification of Company, Directors and Officers. Each Underwriter The Agent will severally and not jointly indemnify and hold harmless each of the Transaction EntitiesCompany and its affiliates, their officers, directors and each of their officers who signs a Registration Statement employees and each person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act (eacha "Company Indemnitee") against, an “Underwriter Indemnified Party”)and pay or reimburse each Company Indemnitee for, against any lossesand all Losses, claimswithout duplication, damages or liabilities to which such Underwriter Indemnified Party any Company Indemnitee may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, in connection with the offer and sale of the Placement Shares, but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or Losses are based upon any an untrue statement or alleged untrue statement of any a material fact contained made in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time, or the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the an omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement made or alleged untrue statement or omission or alleged omission was made omitted solely in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company by such Underwriter through the Representatives Agent specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurredthe preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter the Agent consists of the following information set forth on Schedule 10(b), regardless whether such Losses shall result from any claim of any Company Indemnitee or any third party; provided, however, that the Agent will not be liable in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only any such case to the extent that any such Loss of the Company results from the fraud, willful misconduct or gross negligence of the Company. Notwithstanding the foregoing, in no event shall the Agent's indemnification obligation under this Section 10(b) in respect of an untrue statement or alleged untrue statement of a material fact made in the Registration Statement or the Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements relate only therein not misleading, exceed the fees paid to the Underwritersit hereunder.

Indemnification of Company, Directors and Officers. Each Underwriter From and after the Effective Time, the Surviving Corporation will severally and not jointly indemnify indemnify, defend and hold harmless each the present and former directors and officers of the Transaction EntitiesCompany (when acting in such capacity) and any of its Subsidiaries, their directors and each of their officers any Person who signs a Registration Statement and each person, if any, who controls either is or was serving at the request of the Transaction Entities within the meaning Company as a director or officer of Section 15 of the Act or Section 20 of the Exchange Act another Person (each, when acting in such capacity) (individually an “Underwriter "Indemnified Party”)" and, collectively, the "Indemnified Parties") against any all losses, claims, damages or liabilities to which such Underwriter damages, costs, expenses (including fees and expenses of counsel properly retained by an Indemnified Party may become subjectunder this Section 6.6), under liabilities or judgments or amounts that are paid in settlement with the Act, approval of the Exchange Act, other Federal Surviving Corporation (which approval will not be unreasonably withheld or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofdelayed) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigationsuit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person was at any time prior to the Effective Time a director or officer, of the Company, pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities"), to the fullest extent that (x) a corporation is permitted under Delaware law to indemnify or advance expenses to its own directors or officers, as the case may be, (y) such Indemnified Party would have been entitled to be indemnified by the Company, if such Indemnified Party was a director or officer of the Company, with respect to the Indemnified Liabilities in question under the Company Charter and the Company's Bylaws as in effect on the date hereof and under any indemnification agreement with the Company in a form disclosed to Parent prior to the date hereof and (z) such indemnification otherwise is permitted by applicable law. In the event any such claim, action, suit, proceeding whatsoever or investigation is asserted or commenced against any Indemnified Party (whether before or not such Underwriter Indemnified Party is a party theretoafter the Effective Time), whether threatened or commencedthe Surviving Corporation will be entitled to participate and, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that it may wish, to assume the defense thereof, except that if the Surviving Corporation also is a subject of such statements relate only claim, action, suit, proceeding or investigation and there is, under applicable standards of professional conduct, a conflict on any significant issue between the position of the Surviving Corporation and the position of such Indemnified Party, or if the Surviving Corporation shall fail to assume by written notice to the UnderwritersIndemnified Party responsibility for such defense within 10 Business Days of its receipt of written notice of the commencement thereof from the Indemnified Party pursuant to Section 6.6(b), such Indemnified Party may, subject to Section 6.6(b), retain counsel who will represent such Indemnified Party, and the Surviving Corporation will pay all fees and expenses of such counsel promptly as statements therefor are received; provided that such Indemnified Party will vigorously defend (or, if the defense is assumed by the Surviving Corporation, use commercially reasonable efforts to assist in the vigorous defense of) any such matter; provided, further, that the Surviving Corporation will not be liable for any settlement effected without its written consent, which consent, however, will not be unreasonably withheld or delayed; and provided, further, that the Surviving Corporation will not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction will ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party is not entitled to indemnification hereunder.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction Entities, their directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: Underwriter the third, seventh, eleventh twelfth and thirteenth fourteenth full paragraphs under the caption “Underwriting,” under the caption “Other Relationships” and under the caption “Other RelationshipsSelling Restrictions,” in each case, only to the extent that such statements relate only to the Underwriters.

Indemnification of Company, Directors and Officers. Each Underwriter will severally From and not jointly indemnify after the Effective Time, TCI shall indemnify, defend and hold harmless each the present and former directors, officers, employees or agents of the Transaction EntitiesCompany and any of its subsidiaries, their directors and each of their officers any Person who signs a Registration Statement and each person, if any, who controls either is or was serving at the request of the Transaction Entities within the meaning Company as a director, officer, employee or agent of Section 15 of the Act or Section 20 of the Exchange Act another Person (each, individually an “Underwriter "Indemnified Party”)" and, collectively, the "Indemnified Parties") against any (i) all losses, claims, damages or liabilities to which such Underwriter damages, costs, expenses (including fees and expenses of counsel properly retained by an Indemnified Party may become subjectunder this Section 6.6) (promptly as statements therefor are received), under liabilities or judgments or amounts that are paid in settlement with the Actapproval of TCI (which approval shall not be unreasonably withheld) of or in connection with any claim, the Exchange Actaction, other Federal suit, proceeding or state statutory law investigation based in whole or regulation in part on or otherwise, insofar as such losses, claims, damages arising in whole or liabilities (or actions in respect thereof) arise part out of the fact that such Person was at any time prior to the Effective Time a director, officer, employee or are agent of the Company, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based upon any untrue statement in whole or alleged untrue statement in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby (and TCI shall pay expenses in advance of the final disposition of any material fact contained in any part such action, suit, proceeding or investigation to each Indemnified Party (including fees and expenses of any Registration Statement at any timecounsel properly retained by an Indemnified Party under this Section 6.6), any Statutory Prospectus promptly as statements therefor are received, to the full extent permitted by law upon receipt of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out undertaking contemplated by Section 145(e) of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleadingDGCL), in each case to the extentfull extent that (x) a corporation is permitted under Delaware law to indemnify or advance expenses to its own directors, but only officers, employees or agents, as the case may be, (y) such Indemnified Party would have been entitled to be indemnified by the Company, if such Indemnified Party was a director, officer, employee or agent of the Company, with respect to the extentIndemnified Liabilities in question under the Company Charter and the Company's Bylaws as in effect on January 1, that 1998 and under any indemnification agreement with the Company in a form disclosed to TCI prior to the date hereof and (z) such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of indemnification otherwise is permitted by applicable law. In the Transaction Entities by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against event any such loss, claim, damage, liability, action, litigationsuit, proceeding or investigation is asserted or proceeding whatsoever commenced against any Indemnified Party (whether before or not such Underwriter Indemnified Party is a party theretoafter the Effective Time), whether threatened or commencedTCI will be entitled to participate and, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that it may wish, to assume the defense thereof, except that if TCI also is a subject of such claim, action, suit, proceeding or investigation and there is, under applicable standards of professional conduct, a conflict on any significant issue between the position of TCI and the position of such Indemnified Party, or if TCI shall fail to assume responsibility for such defense, such Indemnified Party may, subject to Section 6.6(b), retain counsel who will represent such Indemnified Party, and TCI shall pay all fees and expenses of such counsel promptly as statements relate only therefor are received; provided that such Indemnified Party shall vigorously defend (or, if the defense is assumed by TCI, use his reasonable best efforts to assist in the Underwritersvigorous defense of) any such matter; provided, further, that TCI shall not be liable for any settlement effected without its written consent, which consent, however, shall not be unreasonably withheld; and provided, further, that TCI shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party is not entitled to indemnification hereunder.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction EntitiesCompany and the Operating Partnership, their the Company’s directors and each of their the Company’s officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company or the Operating Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in , the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company or the Operating Partnership by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in eleventh and twelfth paragraphs in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters.”

Indemnification of Company, Directors and Officers. Each Underwriter will Agent agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of the Transaction Entitiesits directors, their directors and each of their its officers who signs a signed the Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the 1933 Act or Section 20 of and the Exchange 1934 Act (each, an “Underwriter Indemnified Party”), from and against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based (i) upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at any timeStatement, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectusamendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or Rule 430C under the 1933 Act, or arise out of or are based upon the caused by any omission or the alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the information contained in the General Disclosure Package, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or caused by any omission or alleged omission therefrom of a material fact necessary to make the statements therein, in each case light of the circumstances in which they were made, not misleading, to the extent, but and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the information contained in the General Disclosure Package, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company by such Underwriter through the Representatives specifically Agent expressly for use therein; and to reimburse the Company or any such director, and will reimburse officer or controlling person for any legal or and other expenses expense reasonably incurred by the Company or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed . The Company hereby acknowledges that the only such information that the Agents have furnished by any Underwriter consists of to the following information Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the information contained in the General Disclosure Package, any preliminary prospectus or the Prospectus furnished on behalf of each Underwriter: (or any amendment or supplement thereto) are the third, seventh, eleventh and thirteenth full paragraphs statements set forth in the last sentence in paragraph three under the caption “Underwriting” and under the caption “Other Relationships,Plan of Distribution (Conflicts of Interest)” in the Prospectus; the indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each case, only to the extent that such statements relate only to the UnderwritersAgent may otherwise have.

Indemnification of Company, Directors and Officers. Each Underwriter will (a) From and after the Effective Time, Parent and the Surviving Corporation shall jointly and severally and not jointly indemnify indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time eligible for indemnification pursuant to the Company Certificate and Company By-laws (or comparable organizational documents) of the Transaction EntitiesCompany or any agreement of indemnification with the Company, their directors and in each case as the same existed on the date of their officers who signs a Registration Statement and each person, if any, who controls either of this Agreement (the Transaction Entities within the meaning of Section 15 of the Act or Section 20 of the Exchange Act “Indemnified Parties”) against (each, an “Underwriter Indemnified Party”), against any i) all losses, claims, damages fines, damages, costs, expenses (including, without limitation, reasonable attorneys’ fees), liabilities or liabilities judgments, or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation (whether civil, criminal or administrative) based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of the Company, pertaining to which such Underwriter Indemnified Party may become subjectany matter existing or occurring at or prior to the Effective Time, under the Actwhether asserted or claimed prior to, or at or after, the Exchange Act, other Federal Effective Time (“Indemnified Liabilities”) and (ii) all Indemnified Liabilities based in whole or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectuson, or arise arising in whole or in part out of of, or are based upon the omission pertaining to this Agreement or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleadingtransaction contemplated hereby, in each case to the extentextent the Company would have been permitted under the Company Certificate and Company By-laws (or comparable organizational documents) or any agreement of indemnification with the Company to indemnify such person, but only to in each case as the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either same existed on the date of this Agreement. In the Transaction Entities by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against event any such loss, claim, damage, liability, action, litigationsuit, proceeding or investigation or proceeding whatsoever is brought against any Indemnified Parties (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to Parent; (ii) after the Effective Time, Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (iii) after the Effective Time, Parent and the Surviving Corporation shall cooperate in the defense of any such matter, provided that neither Parent nor the Surviving Corporation shall be liable for any settlement of any claim effected without its written consent, which consent shall not such Underwriter be unreasonably withheld. Any Indemnified Party is a party thereto)wishing to claim indemnification under this Section 5.04, whether threatened or commenced, based upon learning of any such untrue statement claim, action, suit, proceeding or omissioninvestigation, or shall notify Parent and the Surviving Corporation (but the failure so to notify Parent and the Surviving Corporation shall not relieve either from any such alleged untrue statement or omission as such expenses are incurred, liability which it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs may have under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only this Section 5.04 except to the extent such failure prejudices Parent and the Surviving Corporation). Parent and the Surviving Corporation shall be liable for the fees and expenses hereunder with respect to only one law firm to represent the Indemnified Parties as a group with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict between the positions of any two or more Indemnified Parties that would preclude or render inadvisable joint or multiple representation of such statements relate only to the Underwritersparties.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction Entities, their directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: Underwriter the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting,” under the caption “Other Relationships” and under the caption “Other RelationshipsSelling Restrictions,” in each case, only to the extent that such statements relate only to the Underwriters.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction Entities, their directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh thirteenth and thirteenth full eighteenth paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters.

Indemnification of Company, Directors and Officers. Each The Underwriter will severally and not jointly shall indemnify and hold harmless the Company, each of the Transaction Entitiesdirectors of the Company, their directors each of the officers of the Company who shall have signed the Registration Statement, and each of their officers who signs a Registration Statement and each other person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)1934 Act, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the 1933 Act, the Exchange Act, other Federal or state statutory law or regulation 1934 Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, as originally filed or any part of amendment thereof, or any Registration Statement at any time, any Statutory Prospectus as of any time, the related Preliminary Prospectus or the Prospectus, or in any Issuer Free Writing Prospectusamendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished in writing to either the Company by or on behalf of the Transaction Entities by such Underwriter through the Representatives specifically for use therein; provided, and will reimburse however, that in no case shall the Underwriter be liable or responsible for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party amount in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists excess of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only underwriting discount applicable to the extent that such statements relate only Securities to be purchased by the UnderwritersUnderwriter hereunder. This indemnity will be in addition to any liability which the Underwriter may otherwise have, including but not limited to other liability under this Agreement.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction EntitiesCompany and the Operating Partnership, their the Company’s directors and each of their the Company’s officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company or the Operating Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company or the Operating Partnership by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in paragraph 3, under the heading “Identified Purchasers Plan” and under the heading “Stabilization” in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters”.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction Entities, their directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: Underwriter the third, seventheighth, eleventh twelfth and thirteenth fourteenth full paragraphs under the caption “Underwriting,” under the caption “Other Relationships” and under the caption “Other RelationshipsSelling Restrictions,” in each case, only to the extent that such statements relate only to the Underwriters.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction EntitiesCompany and the Operating Partnership, their the Company’s directors and each of their the Company’s officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company or the Operating Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in , the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company or the Operating Partnership by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in eleventh and twelfth paragraphs in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters”.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction EntitiesCompany and the Operating Partnership, their the Company’s directors and each of their the Company’s officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company or the Operating Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in , the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, any road show or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company or the Operating Partnership by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in eleventh and twelfth paragraphs in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters.”

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction EntitiesCompany and the Operating Partnership, their its directors and each of their its officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company or the Operating Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company or the Operating Partnership by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the third, seventh, eleventh concession and thirteenth full paragraphs reallowance figures appearing in the paragraph under the caption “Underwriting” and (ii) the information contained in the fourteenth paragraph and in the last sentence of the fifteenth paragraph under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the UnderwritersUnderwriting.”

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction EntitiesCompany and the Operating Partnership, their the Company’s directors and each of their the Company’s officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company or the Operating Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in , the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company or the Operating Partnership by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in eleventh and twelfth paragraphs in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters”.

Indemnification of Company, Directors and Officers. Each International Underwriter will severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of the Transaction Entities, their directors and each of their its officers who signs a signed the Registration Statement Statement, and each person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act (each, an “Underwriter Indemnified Party”), against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or liabilities to which such Underwriter Indemnified Party may become subjectomissions, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained statements or omissions, made in any part of any the Registration Statement at (or any timeamendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Statutory Prospectus as of any timepreliminary prospectus, the Preliminary Prospectus Supplement or the Prospectus (or any Issuer Free Writing Prospectus, amendment or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made supplement thereto) in reliance upon and in conformity with written information furnished to either the Company by such International Underwriter through Merrxxx Xxxcx xxxressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus, the Preliminary Prospectus Supplement or the Prospectus (or any amendment or supplement thereto). (c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemni fying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by Merrxxx Xxxcx, xxd, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the Transaction Entities by such Underwriter through indemnified party) also be counsel to the Representatives specifically indemnified party. In no event shall the indemnifying parties be liable for use therein, fees and will reimburse expenses of more than one counsel (in addition to any legal or other expenses reasonably incurred by such Underwriter Indemnified Party local counsel) separate from their own counsel for all indemnified parties in connection with investigating any one action or defending against separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circum stances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any such loss, claim, damage, liability, action, judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not such Underwriter Indemnified Party is a party the indemnified parties are actual or potential parties thereto), whether threatened unless such settlement, compromise or commencedconsent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, based upon any such untrue investigation, proceeding or claim and (ii) does not include a statement as to or omissionan admission of fault, culpability or any such alleged untrue statement a failure to act by or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwritersany indemnified party.

Indemnification of Company, Directors and Officers. Each Underwriter will Underwriter, severally and not jointly jointly, will indemnify and hold harmless each of the Transaction Entities, their directors and each of their officers who signs a Registration Statement Company and each person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (each1934 Act, an “Underwriter Indemnified Party”)and their respective officers, directors and employees, against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company and its control persons, officers, directors or employees may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at (or any timeamendment thereto), any Statutory Prospectus as of any timeincluding the 430A Information, the Prospectus or any Issuer Free Writing ProspectusProspectus (when taken together with the General Disclosure Package), the General Disclosure Package, or the Prospectus (or any amendment or supplement thereto), or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission related to such Underwriter and was made in the Registration Statement (or any amendment thereto), including the 430A Information, any Issuer Free Writing Prospectus (when taken together with the General Disclosure Package), the General Disclosure Package, or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to either of the Transaction Entities by such Underwriter through the Representatives specifically for use therein, Information; and will reimburse the Company, control person, officer, director or employee for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company and its control persons, officers, directors or employees, as applicable, in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation action or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission claim as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters.

Indemnification of Company, Directors and Officers. Each Underwriter will From and after the Closing, the Buyer and the Company shall, jointly and severally and not jointly to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the Transaction Entities, their directors Company and each of their officers such Person who signs a Registration Statement and each person, if any, who controls either served at the request of the Transaction Entities within Company as a director, officer, trustee, partner, fiduciary, employee or agent (collectively the meaning of Section 15 of “Indemnified Officers and Directors”) from and against all Liabilities paid or incurred in connection with any claim or action (whether arising before or after the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”Closing), against any losseswhether civil, claimsadministrative, damages criminal or liabilities to which such Underwriter Indemnified Party may become subjectinvestigative, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon pertaining to any untrue statement action or alleged untrue statement of any material fact contained omission in any part of any Registration Statement their capacities as directors, officers, trustees, partners, fiduciaries, employees or agents, in each case occurring at any time, any Statutory Prospectus as of any time, or before the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon Closing (excluding the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleadingtransactions contemplated by this Agreement), in each case to the extent, but only fullest extent permitted by applicable Law or to the extentfullest extent permitted under the governance documents of the applicable entities or any applicable contract or agreement as in effect on the date hereof. Without limiting the foregoing, in the event of any such claim or action, (i) the Parent Corporation, the Buyer or the Company shall pay the reasonable fees and expenses of counsel selected by any Indemnified Officer and Director, which counsel shall be reasonably satisfactory to the Buyer or the Company, as the case may be, promptly after statements are received and (ii) the Parent Corporation, the Buyer and the Company shall cooperate in the defense of any such matter; provided, however, that such untrue statement neither the Parent Corporation, the Buyer nor the Company shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or alleged untrue statement delayed). For a period of six (6) years after the Closing, the Buyer shall not, and shall not permit the Company to, amend, alter, repeal or omission or alleged omission was made modify any provision in reliance upon and in conformity with written information furnished to either any of the Transaction Entities Company’s articles of incorporation or bylaws relating to the exculpation or indemnification of any Indemnified Officers and Directors in any way that diminishes or adversely effects the indemnification or exculpations provided therein (unless required by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party theretoLaw), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed the intent of the Parties that the only such information furnished by any Underwriter consists officers and directors of the following information Company who are officers and directors prior to the Closing shall continue to be entitled to such exculpation and indemnification to the full extent provided for under applicable Law. In the event that any claim or claims for indemnification are asserted or made within such six (6) year period, all rights to indemnification in respect to any such claim or claims shall continue until the Prospectus furnished on behalf disposition of each Underwriter: any and all such claims. In the thirdevent that the Parent, sevenththe Buyer, eleventh the Company or any of their respective successors or assigns consolidates with or merges into any Person and thirteenth full paragraphs under shall not be the caption “Underwriting” continuing or surviving corporation or entity in such consolidation or merger or transfers all or substantially all of its properties and under the caption “Other Relationships,” assets to any Person, then, and in each case, only to proper provisions shall be made so that the extent that successors and assigns or the surviving corporation honor the indemnification and other obligations set forth in this Section 9.5. Each Indemnified Officer and Director shall be a third party beneficiary under this Section 9.5 as separate contractual rights for his or her benefit, and such statements relate only to rights shall be enforceable by each such Indemnified Officer and Director, his or her heirs or personal representatives and shall be binding upon the UnderwritersBuyer, the Company and their respective successors and assigns.

Indemnification of Company, Directors and Officers. Each Underwriter will severally From and not jointly indemnify after ------------------------------------------------- the Effective Time, TCI shall indemnify, defend and hold harmless each the present and former directors, officers, employees or agents of the Transaction EntitiesCompany and any of its subsidiaries, their directors and each of their officers any Person who signs a Registration Statement and each person, if any, who controls either is or was serving at the request of the Transaction Entities within the meaning Company as a director, officer, employee or agent of Section 15 of the Act or Section 20 of the Exchange Act another Person (each, individually an “Underwriter "Indemnified Party”)" and, collectively, the "Indemnified Parties") against any (i) all losses, claims, damages or liabilities to which such Underwriter damages, costs, expenses (including fees and expenses of counsel properly retained by an Indemnified Party may become subjectunder this Section 5.2) (promptly as statements therefor are received), under liabilities or judgments or amounts that are paid in settlement with the Actapproval of TCI (which approval shall not be unreasonably withheld) of or in connection with any claim, the Exchange Actaction, other Federal suit, proceeding or state statutory law investigation based in whole or regulation in part on or otherwise, insofar as such losses, claims, damages arising in whole or liabilities (or actions in respect thereof) arise part out of the fact that such Person was at any time prior to the Effective Time a director, officer, employee or are agent of the Company, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based upon any untrue statement in whole or alleged untrue statement in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby (and TCI shall pay expenses in advance of the final disposition of any material fact contained in any part such action, suit, proceeding or investigation to each Indemnified Party (including fees and expenses of any Registration Statement at any timecounsel properly retained by an Indemnified Party under this Section 5.2), any Statutory Prospectus promptly as statements therefor are received, to the full extent permitted by law upon receipt of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out undertaking contemplated by Section 145(e) of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleadingDGCL), in each case to the extentfull extent that (x) a corporation is permitted under Delaware law to indemnify or advance expenses to its own directors, but only officers, employees or agents, as the case may be, (y) such Indemnified Party would have been entitled to be indemnified by the Company, if such Indemnified Party was a director, officer, employee or agent of the Company, with respect to the extentIndemnified Liabilities in question under the Company Charter and the Company's Bylaws as in effect on January 1, that 1998 and under any indemnification agreement with the Company in a form disclosed to TCI prior to the date hereof and (z) such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of indemnification otherwise is permitted by applicable law. In the Transaction Entities by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against event any such loss, claim, damage, liability, action, litigationsuit, proceeding or investigation is asserted or proceeding whatsoever commenced against any Indemnified Party (whether before or not such Underwriter Indemnified Party is a party theretoafter the Effective Time), whether threatened or commencedTCI will be entitled to participate and, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that it may wish, to assume the defense thereof, except that if TCI also is a subject of such claim, action, suit, proceeding or investigation and there is, under applicable standards of professional conduct, a conflict on any significant issue between the position of TCI and the position of such Indemnified Party, or if TCI shall fail to assume responsibility for such defense, such Indemnified Party may, subject to Section 5.2(b), retain counsel who will represent such Indemnified Party, and TCI shall pay all fees and expenses of such counsel promptly as statements relate only therefor are received; provided that such Indemnified Party shall vigorously -------- defend (or, if the defense is assumed by TCI, use his reasonable best efforts to assist in the Underwritersvigorous defense of) any such matter; provided, further, that TCI -------- ------- shall not be liable for any settlement effected without its written consent, which consent, however, shall not be unreasonably withheld; and provided, -------- further, that TCI shall not have any obligation hereunder to any Indemnified ------- Party when and if a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party is not entitled to indemnification hereunder.

Indemnification of Company, Directors and Officers. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of the Transaction Entitiesdirectors of the Company, their directors each of the officers of the Company who shall have signed the Registration Statement, and each of their officers who signs a Registration Statement and each other person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any and all losses, liabilities, claims, damages and expenses whatsoever as incurred (including, without limitation, reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and, subject to Section 9(c), any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at any timeStatement, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectuspost-effective amendment thereof, including any information deemed to be a part thereof pursuant to Rule 430B, or arise out of or are based upon the any omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or in any supplement thereto or amendment thereof, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, 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, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in strict conformity with written information furnished to either the Company by or on behalf of the Transaction Entities by such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the thirdlast paragraph at the bottom of the cover page concerning the terms of the offering by the Underwriters, seventh, eleventh the concession and thirteenth full paragraphs reallowance figures appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the tenth, eleventh, twelfth, thirteenth, fourteenth, fifteenth and sixteenth paragraphs under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the UnderwritersUnderwriting.”

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of the Transaction Entities, their its directors and each of their its officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation 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 contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus General Disclosure Package, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either the Company by or on behalf of the Transaction Entities by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, omission or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh concession and thirteenth full paragraphs reallowance figures appearing in the fifth paragraph under the caption “Underwriting” and the information contained under the caption “Other Relationships,” in each caseUnderwriting—Price Stabilization, only to the extent that such statements relate only to the UnderwritersShort Positions and Penalty Bids.”

Indemnification of Company, Directors and Officers. Each Underwriter will (a) From and after the Effective Time, Parent and the Surviving Corporation shall jointly and severally and not jointly indemnify indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time eligible for indemnification pursuant to the Company Certificate and Company By-laws (or comparable organizational documents) of the Transaction EntitiesCompany or any agreement of indemnification with the Company, their directors and in each case as the same existed on the date of their officers who signs a Registration Statement and each person, if any, who controls either of this Agreement (the Transaction Entities within the meaning of Section 15 of the Act or Section 20 of the Exchange Act “Indemnified Parties”) against (each, an “Underwriter Indemnified Party”), against any i) all losses, claims, damages fines, damages, costs, expenses (including, without limitation, reasonable attorneys’ fees), liabilities or liabilities judgments, or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation (whether civil, criminal or administrative) based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of the Company, pertaining to which such Underwriter Indemnified Party may become subjectany matter existing or occurring at or prior to the Effective Time, under the Actwhether asserted or claimed prior to, or at or after, the Exchange Act, other Federal Effective Time (“Indemnified Liabilities”) and (ii) all Indemnified Liabilities based in whole or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectuson, or arise arising in whole or in part out of of, or are based upon the omission pertaining to this Agreement or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleadingtransaction contemplated hereby, in each case to the extentextent the Company would have been permitted under the Company Certificate and Company By-laws (or comparable organizational documents) or any agreement of indemnification with the Company to indemnify such person, but only to in each case as the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either same existed on the date of this Agreement. In the Transaction Entities by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against event any such loss, claim, damage, liability, action, litigationsuit, proceeding or investigation or proceeding whatsoever is brought against any Indemnified Parties (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to Parent; (ii) after the Effective Time, Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (iii) after the Effective Time, Parent and the Surviving Corporation shall cooperate in the defense of any such matter, provided that neither Parent nor the Surviving Corporation shall be liable for any settlement of any claim effected without its written consent, which consent shall not such Underwriter be unreasonably withheld. Any Indemnified Party is a party thereto)wishing to claim indemnification under this Section 4.04, whether threatened or commenced, based upon learning of any such untrue statement claim, action, suit, proceeding or omissioninvestigation, or shall notify Parent and the Surviving Corporation (but the failure so to notify Parent and the Surviving Corporation shall not relieve either from any such alleged untrue statement or omission as such expenses are incurred, liability which it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs may have under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only this Section 4.04 except to the extent such failure prejudices Parent and the Surviving Corporation). Parent and the Surviving Corporation shall be liable for the fees and expenses hereunder with respect to only one law firm to represent the Indemnified Parties as a group with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict between the positions of any two or more Indemnified Parties that would preclude or render inadvisable joint or multiple representation of such statements relate only to the Underwritersparties.

Indemnification of Company, Directors and Officers. Each Underwriter will Agent severally and not jointly agrees to indemnify and hold harmless each of the Transaction EntitiesCompany, their its officers, directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company, within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)1934 Act, against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at (or any timeamendment thereto), including the Rule 430A Information, the General Disclosure Package, any Statutory Prospectus as of any timepreliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Prospectus (or arise out of any amendment or are based supplement thereto), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) in reliance upon and in conformity with the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extentAgent Information, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Prospectus (or any amendment or supplement thereto) or any roadshow or investor presentations made to investors by the Company (whether in person or electronically), in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company by such Underwriter through the Representatives specifically Agent expressly for use thereintherein (provided, however, that the Company and the Agent hereby acknowledge and agree that the only such information that the Agent has furnished to the Company consists solely of Agent Information and will reimburse the Company for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation action or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission claim as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters).

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction EntitiesCompany and the Operating Partnership, their the Company’s directors and each of their the Company’s officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company or the Operating Partnership within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or that arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or that arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company or the Operating Partnership by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in eighth and ninth paragraphs in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters”.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction Entities, their directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly agrees to indemnify and hold harmless the Company, each of the Transaction Entitiesdirectors of the Company, their directors each of the officers of the Company who shall have signed the Registration Statement, and each of their officers who signs a Registration Statement and each other person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)1934 Act, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the 1933 Act, the Exchange Act, other Federal or state statutory law or regulation 1934 Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, as originally filed or any part of amendment thereof, or any Registration Statement at any time, any Statutory Prospectus as of any time, the related Preliminary Prospectus or the Prospectus, or in any Issuer Free Writing Prospectusamendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished in writing to either the Company by or on behalf of the Transaction Entities by such any Underwriter through the Representatives Representative specifically for use therein; provided, and will reimburse however, that in no case shall any legal Underwriter be liable or other expenses reasonably incurred responsible for any amount in excess of the underwriting discount applicable to the Securities to be purchased by such Underwriter Indemnified Party hereunder. This indemnity will be in connection with investigating or defending against addition to any such lossliability which the Underwriters may otherwise have, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or including but not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs limited to other liability under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwritersthis Agreement.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction Entities, their directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities by such Underwriter through the Representatives Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full sixteenth paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters.

Indemnification of Company, Directors and Officers. Each Underwriter The Agent will severally and not jointly indemnify and hold harmless each of the Transaction Entities, their directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Agent Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities by such Underwriter through the Representatives Agent specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter the Agent consists of the following information in the Prospectus furnished on behalf of each Underwriterthe Agent: the third, seventh, eleventh and thirteenth full paragraphs paragraph under the caption “UnderwritingPlan of Distribution” in the Final Prospectus Supplement and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the UnderwritersAgent.

Indemnification of Company, Directors and Officers. Each Underwriter will Underwriter, severally and not jointly jointly, agrees to indemnify and hold harmless the Company, each of the Transaction Entitiesdirectors of the Company, their directors and each of their the officers of the Company who signs a shall have signed the Registration Statement and each other person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including, without limitation, reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or liabilities defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which such Underwriter Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, as originally filed or any part of any Registration Statement at any time, any Statutory Prospectus as of any timeamendment thereof, the Registration Statement, or any post-effective amendment thereof, or any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or in any supplement thereto or amendment thereof, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to either the Company by or on behalf of the Transaction Entities by such Underwriter through the Representatives specifically Underwriters expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter the Underwriters consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the UnderwritersUnderwriter Information.

Indemnification of Company, Directors and Officers. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of the Transaction Entitiesits directors, their directors and each of their its officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)Act, against any lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which the Company, or any such Underwriter Indemnified Party director, officer or controlling person may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at any time(including, without limitation, any Statutory Prospectus as Rule 430A Information deemed to be a part thereof), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any timeuntrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Prospectus Prospectus, and any other preliminary or final prospectus or prospectus supplement relating to the Securities, or any amendment thereto, the Disclosure Package, or any Issuer Free Writing ProspectusProspectus or any “issuer information” (as defined in Rule 433 under the Securities Act) filed or required to be filed pursuant to Rule 433(d), or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in each case the light of the circumstances under which they were made, not misleading to the extent, but and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (including, without limitation, any Rule 430A Information deemed to be a part thereof), the Preliminary Prospectus, the Prospectus, and any other preliminary or final prospectus or prospectus supplement relating to the Securities, or any amendment thereto, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” (as defined in Rule 433 under the Securities Act) filed or required to be filed pursuant to Rule 433(d), in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company by such Underwriter through the Representatives specifically expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and will reimburse any legal or other all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action, litigation, investigation or proceeding whatsoever (whether or not such . The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwritersmay otherwise have.

Indemnification of Company, Directors and Officers. Each Underwriter will Underwriter, severally and not jointly jointly, shall indemnify and hold harmless the Company, its officers and employees, each of the Transaction Entitiesits directors, their directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), from and against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, or any action in respect thereof, to which the Company or any such Underwriter Indemnified Party director, officer or controlling person may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of any Preliminary Prospectus, the Registration Statement at any time, any Statutory Prospectus as of any time, or the Prospectus or in any Issuer Free Writing amendment or supplement thereto or in any Blue Sky Application or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or arise out of in any amendment or are based upon the omission supplement thereto or the alleged omission of a in any Blue Sky Application, any material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to either the Company through Lehman Brothers Inc. by or on behalf of the Transaction Entities by such Underwriter through the Representatives specifically that Underwrxxxx xpecifically for use thereininclusion therein and described in Section 8(c), and will shall reimburse the Company and any such director, officer or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Company or any such Underwriter Indemnified Party director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by . The foregoing indemnity agreement is in addition to any liability which any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only may otherwise have to the extent that Company or any such statements relate only to the Underwritersdirector, officer, employee or controlling person.

Indemnification of Company, Directors and Officers. Each Underwriter From and after the Effective Time, the Surviving Corporation will severally and not jointly indemnify indemnify, defend and hold harmless each the present and former directors and officers of the Transaction EntitiesCompany (when acting in such capacity) and any of its Subsidiaries, their directors and each of their officers any Person who signs a Registration Statement and each person, if any, who controls either is or was serving at the request of the Transaction Entities within the meaning Company as a director or officer of Section 15 of the Act or Section 20 of the Exchange Act another Person (each, when acting in such capacity) (individually an “Underwriter "Indemnified Party”)" and, collectively, the "Indemnified Parties") against any all losses, claims, damages or liabilities to which such Underwriter damages, costs, expenses (including fees and expenses of counsel properly retained by an Indemnified Party may become subjectunder this Section 6.6), under liabilities or judgments or amounts that are paid in settlement with the Act, approval of the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities Surviving Corporation (or actions in respect thereofwhich approval will not be unreasonably withheld) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigationsuit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person was at any time prior to the Effective Time a director or officer, of the Company, pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities"), to the fullest extent that (x) a corporation is permitted under Delaware law to indemnify or advance expenses to its own directors or officers, as the case may be, (y) such Indemnified Party would have been entitled to be indemnified by the Company, if such Indemnified Party was a director or officer of the Company, with respect to the Indemnified Liabilities in question under the Company Charter and the Company's Bylaws as in effect on the date hereof and under any indemnification agreement with the Company in a form 41 disclosed to Parent prior to the date hereof and (z) such indemnification otherwise is permitted by applicable law. In the event any such claim, action, suit, proceeding whatsoever or investigation is asserted or commenced against any Indemnified Party (whether before or not such Underwriter Indemnified Party is a party theretoafter the Effective Time), whether threatened or commencedthe Surviving Corporation will be entitled to participate and, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that it may wish, to assume the defense thereof, except that if the Surviving Corporation also is a subject of such claim, action, suit, proceeding or investigation and there is, under applicable standards of professional conduct, a conflict on any significant issue between the position of the Surviving Corporation and the position of such Indemnified Party, or if the Surviving Corporation will fail to assume responsibility for such defense, such Indemnified Party may, subject to Section 6.6(b), retain counsel who will represent such Indemnified Party, and the Surviving Corporation will pay all fees and expenses of such counsel promptly as statements relate only therefor are received; provided that such Indemnified Party will vigorously defend (or, if the defense is assumed by the Surviving Corporation, use commercially reasonable efforts to assist in the Underwritersvigorous defense of) any such matter; provided, further, that the Surviving Corporation will not be liable for any settlement effected without its written consent, which consent, however, will not be unreasonably withheld; and provided, further, that the Surviving Corporation will not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction will ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party is not entitled to indemnification hereunder.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of the Transaction Entities, their its directors and each of their its officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation 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 contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any timeStatement, the Prospectus General Disclosure Package, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either the Company by or on behalf of the Transaction Entities by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, omission or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh concession and thirteenth full paragraphs reallowance figures appearing in the fifth paragraph under the caption “Underwriting,” the second sentence of the eighth paragraph under the caption “Underwriting” and the information contained under the caption “Other Relationships,” in each caseUnderwriting—Price Stabilization, only to the extent that such statements relate only to the UnderwritersShort Positions and Penalty Bids.”

Indemnification of Company, Directors and Officers. Each Underwriter will agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of the Transaction Entitiesits directors, their directors and each of their officers who signs a Registration Statement its officers, and each person, if any, who controls either of the Transaction Entities Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company, each of its directors, each of its officers, and each person, if any, who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages damages, expenses or liabilities (or actions in respect thereof) (i) arise out of or are based in whole or in part upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at (or any timeamendment thereto), the ADS Registration Statement, any Statutory Prospectus as of any timepreliminary prospectus, the Prospectus or Time of Sale Prospectus, any Issuer Free Writing Prospectus, the Prospectus, or any amendment or supplement thereto, or (ii) arise out of or are based in whole or in part upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus, the Prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company in writing by such Underwriter through the Representatives specifically expressly for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters.

Indemnification of Company, Directors and Officers. Each Underwriter will The Placement Agent severally and not jointly agrees to indemnify and hold harmless each of the Transaction EntitiesCompany and the Operating Partnerships, their directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company or an Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (each1934 Act, an “Underwriter Indemnified Party”)and any officer, director, trustee, employee or affiliate thereof, against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or liabilities to which such Underwriter Indemnified Party may become subjectomissions, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 contained statements or omissions, made in any part of any the Registration Statement at (or any timeamendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any Statutory Prospectus as of any time, preliminary prospectus or the Prospectus (or any Issuer Free Writing Prospectus, amendment or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made supplement thereto) in reliance upon and in conformity with written information furnished to either the Company by the Placement Agent expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Placement Agent, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the Transaction Entities by such Underwriter through indemnified party) also be counsel to the Representatives specifically indemnified party. In no event shall the indemnifying parties be liable for use therein, fees and will reimburse expenses of more than one counsel (in addition to any legal or other expenses reasonably incurred by such Underwriter Indemnified Party local counsel) separate from their own counsel for all indemnified parties in connection with investigating any one action or defending against separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any such loss, claim, damage, liability, action, judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not such Underwriter Indemnified Party is a party the indemnified parties are actual or potential parties thereto), whether threatened unless such settlement, compromise or commencedconsent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, based upon any such untrue investigation, proceeding or claim and (ii) does not include a statement as to or omissionan admission of fault, culpability or any such alleged untrue statement a failure to act by or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwritersany indemnified party.

Indemnification of Company, Directors and Officers. Each Underwriter The Agent will severally and not jointly indemnify and hold harmless each of the Transaction EntitiesCompany and its affiliates, their officers, directors and each of their officers who signs a Registration Statement employees and each person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act (eacha “Company Indemnitee”) against, an “Underwriter Indemnified Party”)and pay or reimburse each Company Indemnitee for, against any lossesand all Losses, claimswithout duplication, damages or liabilities to which such Underwriter Indemnified Party any Company Indemnitee may become subject, subject (i) under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, in connection with the offer and sale of the Placement Shares, but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or Losses are based upon any (A) an untrue statement or alleged untrue statement of any a material fact contained made in any part of any the Registration Statement at any time, any Statutory Prospectus as of any time, or the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the an omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement made or alleged untrue statement or omission or alleged omission was made omitted solely in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company by such Underwriter through the Representatives Agent specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurredthe preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter the Agent consists of the following information set forth on Schedule 10(B), or (B) fraud, willful misconduct or gross negligence of the Agent, and (ii) as a result of the breach of any representation, warranty, agreement or covenant made by the Agent herein, regardless whether such Losses shall result from any claim of any Company Indemnitee or any third party; provided, however, that the Agent will not be liable in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only any such case to the extent that any such Loss of the Company results from the fraud, willful misconduct or gross negligence of the Company. Notwithstanding the foregoing, in no event shall the Agent's indemnification obligation under this Section 10(b) in respect of an untrue statement or alleged untrue statement of a material fact made in the Registration Statement or the Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements relate only therein not misleading, exceed the fees paid to the Underwritersit hereunder.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly agrees to indemnify and hold harmless each of the Transaction EntitiesCompany, their its officers, directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities Company, within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”)1934 Act, against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party the Company may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at (or any timeamendment thereto), including the Rule 430A Information, the General Disclosure Package, any Statutory Prospectus as of any timepreliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Prospectus (or arise out of any amendment or are based supplement thereto), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) in reliance upon and in conformity with the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extentUnderwriter Information, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Prospectus (or any amendment or supplement thereto), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company by such Underwriter through the Representatives specifically Underwriters expressly for use thereintherein (provided, however, that the Company and the Underwriters hereby acknowledge and agree that the only such information that the Underwriter has furnished to the Company consists solely of Underwriter Information and will reimburse the Company for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation action or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission claim as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwriters).

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly The Initial Purchaser shall indemnify and hold harmless each of the Transaction EntitiesEntity, their directors its officers and employees, each of their officers who signs a Registration Statement its directors or trustees, and each person, if any, who controls either of the each Transaction Entities Entity within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachSecurities Act, an “Underwriter Indemnified Party”), from and against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, or any action in respect thereof, to which each Transaction Entity or any such Underwriter Indemnified Party director, trustee, officer or controlling person may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained (A) in the Offering Circular, an amendment or supplement to the Offering Circular or in any part of documents filed under the Exchange Act and deemed to be incorporated by reference into the Offering Circular or (B) in any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus Blue Sky Application or any Issuer Free Writing Prospectus, or arise out of or are based upon (ii) the omission or the alleged omission of a to state in the Offering Circular, or in any amendment or supplement thereto, or in any Blue Sky Application any material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning the Initial Purchaser furnished to either the Company by or on behalf of the Transaction Entities by such Underwriter through the Representatives that Initial Purchaser specifically for use inclusion therein, and will shall reimburse each Transaction Entity and any such director, trustee, officer or controlling person for any legal or other expenses reasonably incurred by each Transaction Entity or any such Underwriter Indemnified Party director, trustee, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which the Initial Purchaser may otherwise have to each Transaction Entity or any such director, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the thirdtrustee, seventhofficer, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only to the extent that such statements relate only to the Underwritersemployee or controlling person.

Indemnification of Company, Directors and Officers. Each Underwriter will severally and not jointly indemnify and hold harmless each of the Transaction EntitiesCompany and its affiliates, their officers, directors and each of their officers who signs a Registration Statement employees and each person, if any, who controls either of the Transaction Entities Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Securities Act (eacha “Company Indemnitee”) against, an “Underwriter Indemnified Party”)and pay or reimburse each Company Indemnitee for, against any lossesand all Losses, claimswithout duplication, damages or liabilities to which such Underwriter Indemnified Party any Company Indemnitee may become subject, subject (i) under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, in connection with the offer and sale of the Offered Securities, but only insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or Losses are based upon any (A) an untrue statement or alleged untrue statement of any a material fact contained made in any part of any the Registration Statement at any time, any Statutory Prospectus as of any timeStatement, the Prospectus General Disclosure Package or any Issuer Free Writing the Final Prospectus, or arise out of or are based upon the an omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement made or alleged untrue statement or omission or alleged omission was made omitted solely in reliance upon and in conformity with written information furnished to either of the Transaction Entities Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurredthe preparation thereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information set forth on Schedule E, or (B) fraud, willful misconduct or gross negligence of such Underwriter, and (ii) as a result of the breach of any representation, warranty, agreement or covenant made by any Underwriter herein, regardless whether such Losses shall result from any claim of any Company Indemnitee or any third party; provided, however, that each Underwriter will not be liable in the Prospectus furnished on behalf of each Underwriter: the third, seventh, eleventh and thirteenth full paragraphs under the caption “Underwriting” and under the caption “Other Relationships,” in each case, only any such case to the extent that any such Loss of the Company results from the fraud, willful misconduct or gross negligence of the Company. Notwithstanding the foregoing, in no event shall any Underwriter’s indemnification obligation under this Section 7(b) in respect of an untrue statement or alleged untrue statement of a material fact made in the Registration Statement, the General Disclosure Package or the Final Prospectus, or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements relate only therein not misleading, exceed the fees paid to the Underwritersit hereunder.