Common use of By the Holders Clause in Contracts

By the Holders. In connection with any Shelf Registration Statement in which a Holder of Registrable Securities is participating, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof and, to the extent permitted by law, shall, severally and jointly, indemnify (i) the Parent and its affiliates, directors, officers, employees, representatives and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Parent Indemnified Person against all Losses caused by (A) any untrue statement of material fact contained in the Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in each case, only to the extent that such untrue statement or omission is caused by any information furnished in writing by any Holder Indemnified Person expressly for inclusion therein. Notwithstanding the foregoing, the Holders shall not be liable to the Parent for amounts in excess of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting any of the other obligations of the Holders under this Agreement, the Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Parent Indemnified Person and the person controlling such Parent Indemnified Persons.

By the Holders. In connection with any Shelf Registration Statement in which a Holder of Registrable Securities is participatingThe Holders agree, the participating Holders will furnish jointly and severally, to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof andindemnify, to the extent permitted by law, shallthe Issuer and each Person who participates as an underwriter in the offering or sale of the Designated Registrable Securities, severally and jointly, indemnify (i) the Parent and its affiliates, their respective directors, officers, employees, representatives employees and agents and each Person who controls such underwriter against all losses, claims, damages, liabilities and expenses arising out of or based upon: (collectivelyi) any information or statement contained in the Prospectus, any filing made in connection with the registration under the securities or other “Parent Indemnified Persons”blue sky” laws of a jurisdiction of the United States or any amendment thereto which has been furnished to the Issuer by the Holders in writing expressly for use therein pursuant to subsection 3.2(a) or Section 4.1 which at the time and in light of the circumstances under which it was made contains a misrepresentation or alleged misrepresentation; and (ii) each person who controls (within the meaning of Section 15 of the any order made or inquiry, investigation or proceeding commenced or threatened by any applicable Canadian Securities Act and Section 20 of the Exchange Act) Commission, court or other competent authority based upon any such Parent Indemnified Person against all Losses caused by (A) any untrue statement of material fact contained misrepresentation or alleged misrepresentation in the Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment thereto based upon any information or supplement thereto, or any documents incorporated therein by reference, or (B) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in each case, only statement which has been furnished to the extent that such untrue statement or omission is caused by any information furnished in writing by any Holder Indemnified Person expressly for inclusion therein. Notwithstanding the foregoing, the Holders shall not be liable to the Parent for amounts in excess of the net amounts received Issuer by the Holders in writing expressly for use therein pursuant to subsection 3.2(a) or Section 4.1, or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the offering giving rise Issuer or the underwriter or underwriters which is not as a result of a failure or alleged failure of a Holder to such liability. In connection comply with an Underwritten Offering and without limiting applicable Securities Laws), except in the case of any of the other obligations foregoing insofar as any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Holders under this AgreementHolders, the Holders which consent shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Parent Indemnified Person and the person controlling such Parent Indemnified Personsnot be unreasonably withheld, conditioned or delayed.

By the Holders. In connection with any Shelf Resale Registration Statement in which a Holder holder of Registrable Securities is participatingparticipating pursuant to this Agreement, the participating Holders will each such holder will, if requested, furnish to the Parent Buyer in writing information regarding the Holders’ such holder’s ownership of Registrable Securities and their intended method of distribution thereof and, to the fullest extent permitted by law, shall, severally and not jointly, indemnify (i) the Parent and Buyer, its affiliates, directors, officers, employees, representatives and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Actrules and regulations thereunder) any such Parent Indemnified Person the Buyer against all Losses caused by (A) by, resulting from, or relating to any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statementregistration statement, Prospectus prospectus, or preliminary Prospectus prospectus or any amendment thereof or supplement thereto, thereto or any documents incorporated therein by reference, omission or (B) any alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in each case, but only to the extent that such untrue statement or omission is caused by any and contained in such information so furnished to the Buyer in writing by any Holder Indemnified Person expressly for inclusion therein. Notwithstanding or on behalf of such holder; provided, however, that each holder’s obligation to indemnify the foregoingBuyer hereunder shall be apportioned between each holder based upon the net amount received by each holder from the sale of Registrable Securities, as compared to the Holders shall not be total net amount received by all of the holders of Registrable Securities sold pursuant to such registration statement, no such holder being liable to the Parent for amounts Buyer in excess of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering apportionment; and without limiting any of the other obligations of the Holders under this Agreementprovided, the Holders shall also provide customary indemnities to further (i) that each holder’s obligation to indemnify the Buyer hereunder shall be apportioned between each holder as is appropriate to reflect the relative fault of such Underwriter Indemnified Persons holder on the one hand, and (ii) of each person who controls (within other holder on the meaning other, in connection with the statements or omissions that resulted in such Losses. The relative fault of Section 15 each holder on the one hand, and each other holder on the other, shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the Securities Act and Section 20 of the Exchange Act) any omission or alleged omission to state a material fact relates to information supplied by such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Parent Indemnified Person holder and the person controlling parties’ relevant intent, knowledge, information and opportunity to correct or prevent such Parent Indemnified Personsstatement or omission.

By the Holders. In connection with any Shelf Registration Statement Each Holder will, as to each registration in which such Holder is a Holder of Registrable Securities is participating, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof and, to the extent permitted by law, shall, severally and jointlyParticipating Holder, indemnify (i) and hold harmless the Parent Company, each of its directors and its affiliates, directors, officers, employeeseach underwriter, representatives and agents (collectivelyif any, of the “Parent Indemnified Persons”) and (ii) Company’s securities covered by such a registration statement, each person who controls (the Company within the meaning of Section 15 of the Securities Act Act, and Section 20 each other such Holder, each of the Exchange Act) any its officers, directors and partners and each person controlling such Parent Indemnified Person Holder, against all Losses caused by claims, losses, expenses, damages and liabilities (Aor actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Shelf Registration Statementany such registration statement, Prospectus prospectus, offering circular or preliminary Prospectus or any amendment or supplement theretoother document, or any documents incorporated therein by reference, omission (or (Balleged omission) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, butand will reimburse the Company, and such Holders, directors, officers, partners, persons and underwriters for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each casecase to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is caused by any made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder specifically for use therein; provided, however, that (i) the indemnity agreement contained in writing by this Section 1.6(b) shall not apply to amounts paid in settlement of any Holder Indemnified Person expressly for inclusion therein. Notwithstanding such claim, loss, damage, liability or action if such settlement is effected without the foregoing, consent of the Holders holding a majority of the Registrable Securities (which consent shall not be liable to the Parent for amounts in excess of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting any of the other obligations of the Holders under this Agreement, the Holders shall also provide customary indemnities to (iunreasonably withheld) such Underwriter Indemnified Persons and (ii) each person who controls (within that the meaning total amount for which any Holder shall be liable under this Section 1.6(b) shall not in any event exceed the aggregate gross proceeds received by such Holder from the sale of Section 15 Registrable Securities held by such Holder in such registration, except in the case of the Securities Act and Section 20 of the Exchange Act) any fraud by such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Parent Indemnified Person and the person controlling such Parent Indemnified PersonsHolder.

By the Holders. In connection with the event any Shelf Registrable Securities of a Holder are included in a Registration Statement in which a Holder of Registrable Securities is participating, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof andunder this Section, to the extent permitted by law, shalleach Holder, severally and severally, but not jointly, agrees to indemnify (i) the Parent Company, the Securityholders, the other selling Holders, and its affiliates, the officers and directors, officersagents and attorneys of each, employeesand each Person who participates as an underwriter in the offering or sale of such securities, representatives and agents (collectivelyeach Person, the “Parent Indemnified Persons”) and (ii) each person if any, who controls (the Company or any such other Persons within the meaning of Section 15 of the Securities Act, and their respective successors (each, a “Company Indemnified Person”) against any Liabilities, to which such Company Indemnified Person may become subject under the Securities Act and Section 20 or otherwise, insofar as such Liabilities arise out of the Exchange Act) any such Parent Indemnified Person against all Losses caused by (A) or are based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such securities were registered under the Shelf Registration StatementSecurities Act, Prospectus any preliminary prospectus, final prospectus or preliminary Prospectus summary prospectus contained therein, or any amendment or supplement thereto, or any documents incorporated therein by reference, omission (or (Balleged omission) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, butand such Holder will reimburse the Company Indemnified Persons for any expenses (including but not limited to reasonable attorneys’ fees) reasonably incurred by them in connection with investigating or defending any such Liability; provided, that such Holder shall not be liable in each case, only any such case except to the extent that any such Liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission is caused or alleged omission made in such Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in strict conformity with written information (including, without limitation, written negative responses to inquiries) furnished to the Company by any information furnished in writing by any such Holder Indemnified Person or its agents expressly for inclusion therein. Notwithstanding use in the foregoing, the Holders preparation thereof; provided further that such Holder shall not be liable to the Parent for amounts in excess of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting any of the other obligations of the Holders under this Agreement, the Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Company Indemnified Person to the extent that any such Liability or expense arises out of such Person’s failure to send or give a copy of the final prospectus, as the same extent as provided above with respect may be then supplemented or amended, to the indemnification (and exceptions thereto) Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the Parent Indemnified sale of Registrable Securities to such Person and if such statement or omission was correct in such final prospectus; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the person controlling indemnity agreement contained in this clause (ii) shall not apply to amounts paid in settlement of any such Parent Indemnified PersonsLiability if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; provided, further, that the obligations of such Holder shall be limited to an amount equal to the net proceeds received by such Holder of Registrable Securities sold as contemplated herein.

By the Holders. In connection with any Shelf Registration Statement in which a Holder of Registrable Securities is participating, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof and, to the extent permitted by law, shall, severally and jointly, indemnify (i) the Parent and its affiliates, directors, officers, employees, representatives and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Parent Indemnified Person against all Losses caused by (A) any untrue statement of material fact contained Notwithstanding anything in the Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in each case, only Partnership Agreement to the extent that such untrue statement or omission is caused by any information furnished in writing by any Holder Indemnified Person expressly for inclusion therein. Notwithstanding the foregoingcontrary, the Holders but subject to Section 6 hereof, holders of Series A Preferred Partnership Units shall not be liable permitted to tender their Series A Preferred Partnership Units for redemption by the Parent for amounts Partnership in excess accordance with Section 8.6 the Partnership Agreement; provided, however, that any Class A Units received as a result of a conversion of Series A Preferred Partnership Units into Class A Units pursuant to Sections 5 or 6 hereof shall thereafter be subject to Section 8.6 of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting any of the other obligations of the Holders under this Agreement, the Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person Partnership Agreement to the same extent as any other Class A Unit of the Partnership then outstanding; provided above further, that for the avoidance of doubt, but subject to the provisions of Section 7(a)(ii) hereof, any Class A Units received as a result of a conversion of Series A Preferred Partnership Units into Class A Units shall be eligible to be tendered for redemption by the holders thereof on or after the Series A Preferred Unit Conversion Right Date. From and after the applicable Series A Preferred Unit Conversion Date, the Series A Preferred Partnership Units shall no longer be outstanding and all rights hereunder with respect to such Series A Preferred Partnership Units shall cease. (ii) Notwithstanding anything herein or in the indemnification (and exceptions thereto) Partnership Agreement to the contrary, unless the Parent’s stockholders vote to approve the issuance of shares in excess of the Parent Indemnified Person Share Cap (as defined below) in accordance with Section 312 of the Exchange listed company manual (“Stockholder Approval”), the maximum number of Shares that Redeemable Units Holder shall be entitled to receive upon redemption of any Class A Units held by it (including any Class A Units issued upon the conversion of the Series A Preferred Partnership Units held by it) shall be 2,394,913, which, together with any Shares issued on the date of closing of the transactions under the Purchase Agreement to the Contributor thereunder, shall in no event be greater than 19.99% of the sum of the total outstanding Shares and outstanding Class A Units as of date of the person controlling Purchase Agreement (the “Share Cap”). In the event that any Redeemable Units Holder seeks to redeem a number of OP Units that, together with any Shares issued on the date of closing of the transactions under the Purchase Agreement to the Contributor thereunder, would exceed the Share Cap (such Parent Indemnified Persons.Class A Units, the “Excess Units”) prior to the

By the Holders. In connection with any Shelf Registration Statement in which a Holder of Registrable Securities is participating, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof and, to To the extent permitted by law, shalleach selling Holder will indemnify and hold harmless Onyx, severally and jointly, indemnify (i) the Parent and each of its affiliates, directors, officerseach of its officers who has signed the Registration Statement or the Second Registration Statement, employees, representatives and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person or entity, if any, who controls (or is controlled by Onyx within the meaning of Section 15 the Securities Act, any other Holder selling securities in the Registration Statement or the Second Registration Statement and any controlling person of any such Holder, against any Loss to which any of the Securities Act and Section 20 foregoing persons may become subject, to the extent that such Loss arises out of or is based on any Violation occurring (a) as a result of the Exchange Act) any such Parent Indemnified Person against all Losses caused by (A) any untrue statement of material fact contained omission or alleged omission to state in the Shelf Registration Statement, Prospectus or preliminary Prospectus the Second Registration Statement or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any omission to state therein Prospectus a material fact required to be stated therein in the Registration Statement, the Second Registration Statement or any Prospectus, or necessary to make the statements therein in the Registration Statement, the Second Registration Statement or any Prospectus not misleading, butif such omission or misstatement is made in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with the Registration Statement, the Second Registration Statement or the applicable Prospectus or (b) as a result of the failure of such Holder or controlling or controlled person to deliver a copy of any Prospectus or Prospectus supplement. Each such indemnifying Holder will promptly pay, as incurred, any legal or other expenses reasonably incurred by any person entitled to indemnification pursuant to this Section 4.2, in each case, only to the extent that such untrue statement or omission is caused by any information furnished in writing by any Holder Indemnified Person expressly for inclusion therein. Notwithstanding the foregoing, the Holders shall not be liable to the Parent for amounts in excess of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting investigating or defending any of such Loss; provided, however, that the other indemnification obligations of the Holders -------- ------- contained in this Section 4.2 shall not apply to amounts paid in settlement of any Loss if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld); and provided, further, that in no -------- ------- event shall any indemnification obligations of any Holder under this AgreementSection 4.2 exceed the aggregate proceeds received by such Holder in the offering, except in the Holders shall also provide customary indemnities to (i) case of willful fraud by such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Parent Indemnified Person and the person controlling such Parent Indemnified PersonsHolder.

By the Holders. In connection with any Shelf Registration Statement in which a Holder of Registrable Securities is participating, the participating Holders will such Holder shall furnish (or cause to be furnished) to the Parent PubCo in writing such customary information regarding and affidavits as the Holders’ ownership of Registrable Securities and their intended method of distribution thereof PubCo reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shallshall indemnify the PubCo, severally and jointly, indemnify (i) the Parent and its affiliates, directors, officers, employees, representatives officers and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person or entity who controls the PubCo (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Parent Indemnified Person against all Losses caused by losses, claims, damages, liabilities and out-of-pocket expenses (Aincluding, without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference in the Shelf any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, thereto or any documents incorporated therein by reference, omission or (B) any alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in each case, but only to the extent that such untrue statement is contained in (or omission is caused by any information furnished not contained in, in writing by the case of an omission) any Holder Indemnified Person expressly for inclusion therein. Notwithstanding Information; provided, however, that the foregoingobligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the Holders liability of each such Holder of Registrable Securities shall not be liable in proportion to and limited to the Parent for amounts in excess of the net amounts proceeds received by such Holder from the Holders in the offering giving rise sale of Registrable Securities pursuant to such liabilityRegistration Statement. In connection with an Underwritten Offering The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and without limiting any of the other obligations of the Holders under this Agreement, the Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person or entity who controls such Underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) with respect to any such Underwriter Indemnified Person Holder Information to the same extent as provided above in the foregoing with respect to the indemnification (and exceptions thereto) of the Parent Indemnified Person and the person controlling such Parent Indemnified PersonsPubCo.

By the Holders. In connection with any Shelf Registration Statement in which a Holder of Registrable Securities is participating, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof and, to To the extent permitted by law, shalleach selling Holder will indemnify and hold harmless Onyx, severally and jointly, indemnify (i) the Parent and each of its affiliates, directors, officerseach of its officers who has signed the Registration Statement, employees, representatives and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person or entity, if any, who controls (or is controlled by Onyx within the meaning of Section 15 the Securities Act, any other Holder selling securities in the Registration Statement and any controlling person of any such Holder against any Loss to which any of the Securities Act and Section 20 foregoing persons may become subject, to the extent that such Loss arises out of or is based on any Violation occurring (a) as a result of the Exchange Act) any such Parent Indemnified Person against all Losses caused by (A) any untrue statement of material fact contained in the Shelf Registration Statement, Prospectus omission or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any alleged omission to state therein in the Registration Statement or any Prospectus a material fact required to be stated therein in the Registration Statement or any Prospectus, or necessary to make the statements therein in the Registration Statement or any Prospectus not misleading, butif such omission or misstatement is made in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with the Registration Statement or the applicable Prospectus or (b) as a result of the failure of such Holder or controlling or controlled person to deliver a copy of any Prospectus or Prospectus supplement. Each such indemnifying Holder will promptly pay, as incurred, any legal or other expenses reasonably incurred by any person entitled to indemnification pursuant to this Section 4.2, in each case, only to the extent that such untrue statement or omission is caused by any information furnished in writing by any Holder Indemnified Person expressly for inclusion therein. Notwithstanding the foregoing, the Holders shall not be liable to the Parent for amounts in excess of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting investigating or defending any of such Loss; provided however, that the other indemnification obligations of the Holders contained in this Section 4.2 shall not apply to amounts paid in settlement of any Loss if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld); and provided further, that in no event shall any indemnification obligations of any Holder under this Agreement, the Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Parent Indemnified Person and the person controlling such Parent Indemnified Persons.Section

By the Holders. In connection with any Shelf Registration Statement in which a Each Holder that is an Affiliate of SCR agrees, if Registrable Securities held by any Holder that is participating, an Affiliate of SCR are included in the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Designated Registrable Securities as to which Qualification is being effected, to jointly and their intended method severally indemnify with the other Holders that are Affiliates of distribution thereof andSCR and each Holder that is not an Affiliate of SCR agrees, if Registrable Securities held by such Holder are included in the Designated Registrable Securities as to which Qualification is being effected, to severally indemnify, to the fullest extent permitted by law, shallthe Corporation, severally each Person who participates as an underwriter in the offering or sale of the Designated Registrable Securities, their respective current and jointly, indemnify (i) the Parent and its affiliates, former directors, officers, employees, representatives employees and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person Person who controls the Corporation or any such underwriter (within the meaning of Section 15 of the any Securities Act and Section 20 of the Exchange ActLaws) any such Parent Indemnified Person against all Losses caused (or actions in respect thereof) to the extent arising out of or based upon: (i) any information or statement contained in a Prospectus, any filing made in connection with the Qualification under Securities Laws or compliance with "blue sky" rules or any amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation, in each case to the extent, but only to the extent, that such misrepresentation (or alleged misrepresentation) is made in such document in reliance upon and in conformity with written information regarding such Holder furnished to the Corporation by such Holder or its authorized representative and stated to be specifically for use therein pursuant to Section 3.2(a) or Section 4.1; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC or any court or other competent authority based upon (A) any untrue statement of material fact contained misrepresentation or alleged misrepresentation in a Prospectus to the Shelf Registration Statementextent, Prospectus but only to the extent, that such misrepresentation (or preliminary Prospectus alleged misrepresentation) is made in such document in reliance upon and in conformity with written information regarding such Holder furnished to the Corporation by such Holder or any amendment its authorized representative and stated to be specifically for use therein pursuant to Section 3.2(a) or supplement thereto, or any documents incorporated therein by referenceSection 4.1, or (B) any omission failure or alleged failure to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in each case, only to the extent that such untrue statement or omission is caused comply with Securities Laws by any information furnished in writing by any Holder Indemnified Person expressly for inclusion therein. Notwithstanding the foregoing, the Holders which is not as a result of a failure or alleged failure of the Corporation to comply with Securities Laws; and (iii) the Holders' failure to comply with Securities Laws in a manner which is not a result of a failure or alleged failure of the Corporation to comply with Securities Laws, except in the case of any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Holders, which consent shall not be liable to the Parent for amounts in excess of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting any of the other obligations of the Holders under this Agreement, the Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Parent Indemnified Person and the person controlling such Parent Indemnified Personsunreasonably withheld or delayed.

By the Holders. In connection with any Shelf Registration Statement in which a Each Holder (other than the University of Maryland, Baltimore) will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is participating, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof and, to the extent permitted by law, shall, severally and jointlybeing effected, indemnify (i) the Parent and BESC, each of its affiliates, directors, officers, employeespartners, representatives legal counsel and agents (collectivelyaccountants and each underwriter, if any, of the “Parent Indemnified Persons”) and (ii) BESC's securities covered by such a registration statement, each person who controls (BESC or such underwriter within the meaning of Section 15 of the Securities Act Act, each other such Holder and Section 20 Other Stockholder and each of the Exchange Act) any their officers, directors and partners, and each person controlling such Parent Indemnified Person Holder or Other Stockholder, against all Losses caused by claims, losses, damages and liabilities (Aor actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Shelf Registration Statementany such registration statement, Prospectus prospectus, offering circular or preliminary Prospectus or any amendment or supplement theretoother document, or any documents incorporated therein by reference, omission (or (Balleged omission) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, butand will reimburse BESC and such Holders, Other Stockholders, directors, officers, partners, legal counsel and accountants, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each casecase to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is caused by any made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to BESC by such Holder; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in writing by settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder Indemnified Person expressly for inclusion therein. Notwithstanding the foregoing, the Holders (which consent shall not be liable unreasonably withheld). Notwithstanding anything contained herein to the Parent for amounts in excess of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting any of the other obligations of the Holders under this Agreementcontrary, the Holders foregoing indemnification, hold harmless, and reimbursement obligations shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person not apply to the same extent as provided above with respect to the indemnification (and exceptions thereto) University of the Parent Indemnified Person and the person controlling such Parent Indemnified PersonsMaryland, Baltimore.

By the Holders. In connection with any Shelf Registration Statement in which a Holder the registration under the Securities Act of the Registrable Securities is participatingof the Holder(s) pursuant to this Agreement, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership Holder(s) of such Registrable Securities and their intended method of distribution thereof and, to the extent permitted by law, shall, severally and jointlyseverally, indemnify (i) and hold harmless the Parent and Company, each of its affiliates, directors, officerseach of its officers who have signed such registration statement and each other person, employeesif any, representatives and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person who controls (the Company within the meaning of Section 15 of the Securities Act, and each other Holder(s) and each controlling person of such Holder(s) against any Losses to which such indemnified party may become subject under the Securities Act and Section 20 or otherwise, but only to the extent such Losses arise out of the Exchange Act) any such Parent Indemnified Person against all Losses caused by or are based upon (Ai) any untrue statement or alleged untrue statement of any material fact contained in any of the Shelf Registration Statement, Prospectus or preliminary Prospectus Disclosure Documents or any amendment omission or supplement thereto, or any documents incorporated therein by reference, or (B) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in each case, only to if the extent that such untrue statement or omission is caused by any was made in reliance upon and in conformity with written information furnished in writing by any Holder Indemnified Person expressly for inclusion therein. Notwithstanding the foregoing, the Holders shall not be liable to the Parent Company by such indemnifying party for amounts in excess of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting any of the other obligations of the Holders under this Agreement, the Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and use therein; (ii) each person who controls (within the meaning use by such indemnifying party of Section 15 any Prospectus after such time as the Company has advised such indemnifying party in writing that the filing of a post-effective amendment or supplement thereto is required, except the Prospectus as so amended or supplemented, or after such time as the obligation of the Securities Act Company to keep the registration statement effective and Section 20 current has expired, or (iii) any information given or representation made by such indemnifying party in connection with the sale of the Exchange Act) Registrable Securities which is not contained in and not in conformity with the Prospectus (as amended or supplemented at the time of the giving of such information or making of such representation); and such indemnifying party shall reimburse each such indemnified party for all legal and other expenses reasonably incurred by such party in investigating or defending against any such Underwriter Indemnified Person claims, whether or not resulting in any liability, or in connection with any investigation or proceeding by any governmental agency or instrumentality relating to the same extent as provided above any such claims with respect to any offering of securities pursuant hereto; provided, that the indemnification (and exceptions thereto) total amount for which any Holder shall be liable under this Section 5 shall not in any event exceed the aggregate net proceeds received by such Holder from the sale of the Parent Indemnified Person and the person controlling Registrable Securities held by such Parent Indemnified PersonsHolder in such registration.

By the Holders. In connection with any Shelf Registration Statement in which a Holder of Registrable Securities is participating, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof and, to To the extent permitted by law, shalleach selling Holder will indemnify and hold harmless Onyx, severally and jointly, indemnify (i) the Parent and each of its affiliates, directors, officerseach of its officers who has signed the Registration Statement, employees, representatives and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person or entity, if any, who controls (or is controlled by Onyx within the meaning of Section 15 the Securities Act, any other Holder selling securities in the Registration Statement and any controlling person of any such Holder, against any Loss to which any of the Securities Act and Section 20 foregoing persons may become subject, to the extent that such Loss arises out of or is based on any Violation occurring as a result of the Exchange Act) any such Parent Indemnified Person against all Losses caused by (A) any untrue statement of material fact contained in the Shelf Registration Statement, Prospectus omission or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any alleged omission to state therein in the Registration Statement or any Prospectus a material fact required to be stated therein in the Registration Statement or any Prospectus, or necessary to make the statements therein in the Registration Statement or any Prospectus not misleading, butif such omission or misstatement is made in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with the Registration Statement or the applicable Prospectus. Each such indemnifying Holder will promptly pay, as incurred, any legal or other expenses reasonably incurred by any person entitled to indemnification pursuant to this Section 4.2, in each case, only to the extent that such untrue statement or omission is caused by any information furnished in writing by any Holder Indemnified Person expressly for inclusion therein. Notwithstanding the foregoing, the Holders shall not be liable to the Parent for amounts in excess of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting investigating or defending any of such Loss; provided however, that the other indemnification obligations of the Holders contained in this Section 4.2 shall not apply to amounts paid in settlement of any Loss if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld); and provided further, that in no event shall any indemnification obligations of any Holder under this AgreementSection 4.2 exceed the aggregate proceeds received by such Holder in the offering, except in the Holders shall also provide customary indemnities to (i) case of willful fraud by such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Parent Indemnified Person and the person controlling such Parent Indemnified PersonsHolder.

By the Holders. In connection with any Shelf Registration Statement in which a Holder holder of Registrable Securities is participating, the each participating Holders Holder will furnish to the Parent Company in writing information regarding the Holders’ such Holder’s ownership of Registrable Securities and their its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify (i) the Parent Company and its affiliates, directors, officers, employees, representatives and agents (collectively, the “Parent Company Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Parent Company Indemnified Person against all Losses caused by (A) any untrue statement of material fact contained in the Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in each case, only to the extent that such untrue statement or omission is caused by any information furnished in writing by any such Holder Indemnified Person expressly for inclusion therein; provided, however, that each Holder’s obligation to indemnify the Company hereunder shall, to the extent more than one Holder is subject to the same indemnification obligation, be apportioned between each Holder based upon the net amount received by each Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Holders holding Registrable Securities sold pursuant to such Registration Statement. Notwithstanding the foregoing, the Holders no Holder shall not be liable to the Parent Company for amounts in excess of the net amounts lesser of (x) such apportionment and (y) the amount received by the Holders such holder in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting any of the other obligations of the Holders under this Agreement, the Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Parent Company Indemnified Person and the person controlling such Parent Company Indemnified Persons. Reimbursements payable pursuant to the indemnification contemplated by this Section 5.06(b) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred.

By the Holders. In connection with any Shelf Registration Statement in which a Holder of Registrable Securities is participating, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof and, to the extent permitted by law, shall, severally and jointly, indemnify (i) the Parent and its affiliates, directors, officers, employees, representatives and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Parent Indemnified Person against all Losses caused by (A) any untrue statement of material fact contained Notwithstanding anything in the Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in each case, only Partnership Agreement to the extent that such untrue statement or omission is caused by any information furnished in writing by any Holder Indemnified Person expressly for inclusion therein. Notwithstanding the foregoingcontrary, the Holders but subject to Section 6 hereof, holders of Series A Preferred Partnership Units shall not be liable permitted to tender their Series A Preferred Partnership Units for redemption by the Parent for amounts Partnership in excess accordance with Section 8.6 the Partnership Agreement; provided, however, that any Class A Units received as a result of a conversion of Series A Preferred Partnership Units into Class A Units pursuant to Sections 5 or 6 hereof shall thereafter be subject to Section 8.6 of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting any of the other obligations of the Holders under this Agreement, the Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person Partnership Agreement to the same extent as any other Class A Unit of the Partnership then outstanding; provided above further, that for the avoidance of doubt, but subject to the provisions of Section 7(a)(ii) hereof, any Class A Units received as a result of a conversion of Series A Preferred Partnership Units into Class A Units shall be eligible to be tendered for redemption by the holders thereof on or after the Series A Preferred Unit Conversion Right Date. From and after the applicable Series A Preferred Unit Conversion Date, the Series A Preferred Partnership Units shall no longer be outstanding and all rights hereunder with respect to such Series A Preferred Partnership Units shall cease. (ii) Notwithstanding anything herein or in the indemnification Partnership Agreement to the contrary, unless the Parent's stockholders vote to approve the issuance of shares in excess of the Share Cap (as defined below) in accordance with Section 312 of the Exchange listed company manual ("Stockholder Approval"), the maximum number of Shares that Redeemable Units Holder shall be entitled to receive upon redemption of any Class A Units held by it (including any Class A Units issued upon the conversion of the Series A Preferred Partnership Units held by it) shall be 2,394,913, which, together with any Shares issued on the date of closing of the transactions under the Purchase Agreement to the Contributor thereunder, shall in no event be greater than 19.99% of the sum of the total outstanding Shares and exceptions theretooutstanding Class A Units as of date of the Purchase Agreement (the "Share Cap"). In the event that any Redeemable Units Holder seeks to redeem a number of OP Units that, together with any Shares issued on the date of closing of the transactions under the Purchase Agreement to the Contributor thereunder, would exceed the Share Cap (such Class A Units, the "Excess Units") prior to the time that Parent has obtained Stockholder Approval, any redemption of the Excess Units by the Partnership or Parent will only be made for cash; provided, however, that, if the Partnership and Parent do not have access to cash sufficient to redeem such Excess Units upon the Redeemable Units Holder's request for redemption, the Parent shall have 4 months from the date the notice of redemption is received by the Partnership to either (x) satisfy such Redeemable Units Holder's redemption request for cash, or (y) seek Stockholder Approval. For purposes of this Section 7(a)(ii), "Redeemable Units Holder" means (A) each holder of Series A Preferred Partnership Units, (B) each affiliate of such person described in clause (A) of this definition, and (C) each other person that, following any transfer (in accordance with Article XI of the Parent Indemnified Person and the Partnership Agreement) by a person controlling such Parent Indemnified Personsdescribed in clause (A) of this definition or any subsequent transferee, holds (1) Series A Preferred Partnership Units, or (2) Class A Units received following conversion of any Series A Preferred Partnership Units.