Common use of INDEMNIFICATION a Clause in Contracts

INDEMNIFICATION a. In the event of any registration of any securities of the Company under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, each other person who participates as an underwriter in the offering or sale of such Registrable Securities and each other person, if any, who controls such Seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, or liabilities (or actions or proceedings whether commenced or threatened in respect thereof), joint or several, to which such Seller or any such director or officer or employee or agent or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, and the Company shall reimburse such Seller and each such director, officer, employee, agent, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened in respect thereof), or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished to the Company by the indemnified party for the express purpose of use in the preparation thereof and, provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof), or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Seller or any such director, officer, employee, agent, underwriter or controlling person and shall survive the transfer of such Registrable Securities by such Seller.

INDEMNIFICATION a. In the event of any registration of any securities of the Company under the Securities Act, the Company shall, The Partnership shall indemnify each Indemnitee from and hereby does, indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, each other person who participates as an underwriter in the offering or sale of such Registrable Securities and each other person, if any, who controls such Seller or any such underwriter within the meaning of the Securities Act against any and all losses, claims, damages, or liabilities (or actions or proceedings whether commenced or threatened in respect thereof)liabilities, joint or several, expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines , settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership, the General Partner or the Gables Trust as set forth in this Agreement in which such Seller Indemnitee may be involved, or any such director or officer or employee or agent or underwriter or controlling person may become subject under the Securities Act is threatened to be involved, as a party or otherwise, insofar as such lossesunless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, claims, damages, property or liabilities services; or (or actions or proceedings, whether commenced or threatened, ii) in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement the case of any material fact contained in criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Without limitation, the foregoing indemnity shall extend to any registration statement under which such Registrable Securities were registered under liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Securities ActPartnership or any Subsidiary of the Partnership (including without limitation, any preliminary prospectus, final prospectus or summary prospectus contained therein, indebtedness which the Partnership or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light Subsidiary of the circumstances under which they were made not misleadingPartnership has assumed or taken subject to), and the Company shall reimburse such Seller General Partner is hereby authorized and each such directorempowered, officeron behalf of the Partnership, employee, agent, underwriter and controlling person to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any legal such indebtedness. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A with respect to the subject matter of such proceeding. The termination of any other proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7.A. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership or otherwise provide funds, to enable the Partnership to fund its obligations under this Section 7.7. B. Reasonable expenses reasonably incurred by them in connection with investigating an Indemnitee who is a party to a proceeding may be paid or defending any such loss, claim, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened in respect thereof), or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished to the Company reimbursed by the indemnified party for the express purpose of use Partnership in the preparation thereof and, provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof), or expense arises out of such person's failure to send or give a copy advance of the final prospectus, as disposition of the same may be then supplemented or amended, within the time required proceeding upon receipt by the Securities Act to Partnership of (i) a written affirmation by the person asserting an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected Indemnitee of the Indemnitee's good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in such final prospectus. Such indemnity shall remain in full force this Section 7.7.A. has been met, and effect regardless of any investigation made (ii) a written undertaking by or on behalf of such Seller the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. C. The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any such directorother Person may be entitled under any agreement, officerpursuant to any vote of the Partners, employeeas a matter of law or otherwise, agent, underwriter or controlling person and shall survive continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnities is indemnified. D. The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the transfer of Indemnitees and such Registrable Securities other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such SellerPerson in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. E. For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of Section 7.7; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. F. In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. G. An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. H. The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Partnership's liability to any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

INDEMNIFICATION a. In To the event of any registration of any securities of the Company under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the fullest extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees Company shall indemnify each Indemnitee from and agents, each other person who participates as an underwriter in the offering or sale of such Registrable Securities and each other person, if any, who controls such Seller or any such underwriter within the meaning of the Securities Act against any and all losses, claims, damages, or liabilities (or actions or proceedings whether commenced or threatened in respect thereof)liabilities, joint or several, expenses (including, without limitation, attorney's fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Company ("Actions") as set forth in this Agreement in which such Seller Indemnitee may be involved, or is threatened to be involved, as a party or otherwise unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any such director criminal proceeding, the Indemnitee had reasonable cause to believe that the act or officer or employee or agent or underwriter or controlling person may become subject under omission was unlawful. Without limitation the Securities Act foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, insofar as such lossesfor any indebtedness of the Company or any Subsidiary of the Company (including, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Actwithout limitation, any preliminary prospectus, final prospectus or summary prospectus contained therein, indebtedness which the Company or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light Subsidiary of the circumstances under which they were made not misleadingCompany has assumed or taken subject to), and the Company shall reimburse such Seller Managing Member is hereby authorized and each such directorempowered, officer, employee, agent, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened in respect thereof), or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished to the Company by the indemnified party for the express purpose of use in the preparation thereof and, provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof), or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Seller the Company, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such directorindebtedness. The termination of any proceeding by judgment, officerorder or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A. The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, employeeor an entry of an order of probation prior to judgment, agent, underwriter or controlling person and shall survive creates a rebuttable presumption that the transfer Indemnitee acted in a manner contrary to that specified in this Section 7.7.A with respect to the subject matter of such Registrable Securities by such Sellerproceeding. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Company, and any insurance proceeds from the liability policy covering the Managing Member and any Indemnitees, and neither the Managing Member nor any Non-Managing Member shall have any obligation to contribute to the capital of the Company or otherwise provide funds to enable the Company to fund its obligations under this Section 7.7.

INDEMNIFICATION a. In the event of any registration of any securities of the Company under the Securities ActThe Dealer Manager, the Company shalland the Advisor, jointly and hereby doesseverally, indemnify and will indemnify, hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statementand defend Dealer, its affiliates and their respective officers, directors, officerspartners, members, shareholders, employees and agents, each other person who participates as an underwriter in agents (the offering or sale of such Registrable Securities “Covered Persons”) from and each other person, if any, who controls such Seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, damages or liabilities (or actions or proceedings whether commenced or threatened in respect thereof)liabilities, joint or several, to which such Seller or any such director or officer or employee or agent or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (“Covered Claims”) arising directly out of or are based upon relating to (i) any untrue statement statement, or alleged untrue statement statement, of any material fact contained in or any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinomission, or any amendment or supplement theretoalleged omission, or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements therein made, in light of the circumstances under which they were made made, not misleadingmisleading in any of (1) the Offering Materials, and (2) a Registration Statement or any post-effective amendment thereto, (3) any Blue Sky Application (as defined in the Dealer Manager Agreement), (4) any preliminary prospectus, if used prior to the effective date of a Registration Statement, or in any amendment or supplement to the Prospectus, or (5) any or other written information approved or supplied by the Dealer Manager, the Advisor, the Company shall or their affiliates or agents in connection with the public offering of Shares (other than untrue statements in or omissions from Dealer Supplied Information), (ii) any material breach by the Dealer Manager, the Company or the Advisor of any representation, warranty 17 or agreement contained in this Agreement, (iii) any material breach of any agreement, representation, warranty or covenant made by the Dealer Manager or the Company in the Dealer Manager Agreement, or (iv) any willful misconduct, fraud or gross negligence by the Dealer Manager, the Company or the Advisor in the performance of, or failure to perform, its obligations under this Agreement; provided that neither the Dealer Manager, the Company nor the Advisor will be liable to and will not have any indemnification obligation to any Covered Person to the extent that such Covered Claim was the direct result of Dealer’s material breach of this Agreement, bad faith, fraud, willful misconduct or gross negligence (the “Disabling Conduct”); provided further that any amounts for reimbursement of expenses advanced to a Covered Person resulting from this Section 14(a) will be repaid to the Dealer Manager, the Company or the Advisor, as applicable, in the event that such expenses resulted from Disabling Conduct. The Dealer Manager will reimburse such Seller Dealer and each such director, officer, employee, agent, underwriter and controlling person Covered Person for any legal or any other expenses reasonably incurred by them Dealer or such Covered Person in connection with investigating or defending any such lossCovered Claims. Notwithstanding the foregoing, claim, liability, action, or proceeding; provided, however, that the Company shall may not be liable indemnify or hold harmless any Covered Person in any such case manner that would be inconsistent with the provisions to Article II.G of the extent that NASAA Guidelines. In particular, but without limitation, the Company may not indemnify or hold harmless any such loss, claim, damage, liability (Covered Person for liabilities arising from or action or proceeding, whether commenced or threatened in respect thereof), or expense arises out of a violation of state or is based upon an untrue statement federal securities laws, unless one or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished to the Company by the indemnified party for the express purpose of use in the preparation thereof and, provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof), or expense arises out of such person's failure to send or give a copy more of the final prospectus, as following conditions are met: (i) There has been a successful adjudication on the same may be then supplemented or amended, within merits of each count involving alleged securities law violations; (ii) Such claims have been dismissed with prejudice on the time required merits by the Securities Act to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless a court of any investigation made by or on behalf of such Seller or any such director, officer, employee, agent, underwriter or controlling person and shall survive the transfer of such Registrable Securities by such Seller.competent jurisdiction; or

INDEMNIFICATION a. In the event of any registration of any securities of the The Company under the Securities Act, the Company shall, and hereby does, agrees to indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, harmless each other person who participates as an underwriter in the offering or sale of such Registrable Securities Underwriter and each other person, if any, who controls such Seller or any such underwriter Underwriter within the meaning of Section 16 of the Securities 1933 Act as follows: (1) against any lossesand all loss, claimsliability, damagesclaim, or liabilities (or actions or proceedings whether commenced or threatened in respect thereof), joint or several, to which such Seller or any such director or officer or employee or agent or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise damage and expense whatsoever arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, Registration Statement (or any amendment or supplement thereto), or any omission or alleged omission to state therein therefrom, of a material fact required to be stated therein or necessary to make the statements statement therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom, of a material fact necessary in order to make the statement therein, in the light of the circumstances under which they were made made, not misleading, and unless such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon the written information furnished to the Company shall reimburse such Seller and each such director, officer, employee, agent, underwriter and controlling person by or on behalf of any Underwriter through the Representative expressly for any legal use in the Registration Statement (or any other expenses reasonably incurred by them in connection with investigating amendment thereto) or defending the Prospectus (or any such amendment or supplement thereto); (2) against any and all loss, liability, claim, liability, actiondamage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or proceeding; providedany investigation or proceeding by any governmental agency or body, howevercommenced or threatened, that the Company shall not be liable in or of any claim whatsoever based upon any such case untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (3) against any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above. The Adviser agrees to indemnify, defend and hold harmless each Underwriter and each other person specified in subsection (a)(i) of this Section 6 from and against any loss, claim, damage, expense, liability or claim (including the reasonable cost of investigation) any such Underwriter or action any such other person may incur as specified in such subsection, insofar as such loss, damage, expense, liability or proceeding, whether commenced or threatened in respect thereof), or expense claim arises out of or is based upon an (x) any of the matters specified in clauses (i) through (iii) of subsection (a) of this Section 6 or (y) any untrue statement or alleged untrue statement made by the Adviser in Section 1(B) hereof. In no case shall the Company or omission the Adviser be liable under this indemnity agreement with respect to any claim made against any Underwriter or alleged omission made in such registration statement, any such preliminary prospectuscontrolling person unless the Company or the Adviser shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, final prospectusbut failure so to notify the Company or the Adviser shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The Company and the Adviser, summary prospectusas applicable, amendmentshall be entitled to participate at it own expense in the defense, or supplement if it so elects within a reasonable time after receipt of such notice, to assume the defense for any suit brought to enforce any such claim, but if the Company or the Adviser elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Underwriter or Underwriters or controlling person or persons, defendant or defendant in reliance upon any suit so brought. In the event that the Company or the Adviser elects to assume the defense of any such suit and retains such counsel, the Underwriter or Underwriters or controlling person or persons, defendant or defendant in conformity with written information furnished the suit shall bear the fees and expenses of any additional counsel thereafter retained by them. In the event that the parties to any such action (including impleaded parties) include both the Company or the Adviser and one or more Underwriter or Underwriters and any such Underwriter shall have been advised by counsel chosen by it and satisfactory to the Company by or the indemnified party for the express purpose of use in the preparation thereof and, provided, further, Adviser that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Adviser, the Company or the Adviser, as applicable, shall not be liable in any such case have the right to assume the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof), or expense arises out defense of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or action on behalf of such Seller Underwriter and will reimburse such Underwriter and any person controlling such Underwriter as aforesaid for the reasonable fees and expenses of any counsel retained by them, it being understood that the Company or the Adviser shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Underwriters and controlling persons, which firm shall be designated in writing by the Representative. The Company and the Adviser agree to notify the Representative within a reasonable time of the assertion of any claim against it, any of it officers or directors or any such directorperson, officerif any, employeewho controls the Company or the Adviser, agentas applicable, underwriter or controlling person and shall survive within the transfer meaning of such Registrable Securities by such SellerSection 15 of the 1933 Act, in connection with the sale of the Offered Securities.

INDEMNIFICATION a. In the event of any registration of any securities of the Company under the Securities Act, the Company shall, and hereby does, The Sponsor agrees to indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, harmless each other person who participates as an underwriter in the offering or sale of such Registrable Securities Underwriter and each other person, if any, who controls such Seller or any such underwriter Underwriter within the meaning of the Securities Act or the Exchange Act, from and against any lossesand all loss, claimsclaim, damages, damage or liabilities (or actions or proceedings whether commenced or threatened in respect thereof)liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which such Seller Underwriter or any such director or officer or employee or agent or underwriter or controlling person may become subject subject, under the Securities Act or the Exchange Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liability or action arises out of, or liabilities is based upon, (or actions or proceedings, whether commenced or threatened, 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 registration statement under which such Registrable Securities were registered under the Securities ActCompany Offering Materials, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any (ii) the omission or alleged omission to state therein in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) the omission or alleged omission to state in the Company Offering Materials other than the Registration Statement a material fact required to be stated or necessary to make the statements therein, in the light of the circumstances under which they were made made, not misleading, misleading and the Company shall reimburse such Seller each Underwriter and each such director, officer, employee, agent, underwriter and controlling person promptly upon demand for any documented legal or any documented other expenses reasonably incurred by them such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case preparing to the extent that defend against any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened in respect thereof), or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in as such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished to the Company by the indemnified party for the express purpose of use in the preparation thereof and, expenses are incurred; provided, furtherhowever, that the Company foregoing indemnity with respect to any untrue statement contained in or omission from the Prospectus shall not be liable in any such case inure to the extent benefit of any Underwriter if the Sponsor shall sustain the burden of proving that any the person asserting against such Underwriter the loss, liability, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof), damage or expense arises out purchased any of such person's failure to send the Notes which are the subject thereof and was not sent or give given a copy of the final prospectusappropriate Prospectus (or the appropriate Prospectus as amended or supplemented) (the term Prospectus as used in this clause shall not include documents incorporated by reference thereto), as the same may be then supplemented or amended, within the time if required by the Securities Act law, at or prior to the person asserting an written confirmation of the sale of such Notes and prior to delivery of such confirmation the Sponsor had furnished such Underwriter with a supplement to such Prospectus (or Prospectus as amended or supplemented) correcting the untrue statement or alleged untrue statement in or omission from such Prospectus (or alleged omission if such statement Prospectus as amended or omission was corrected supplemented). The foregoing indemnity agreement is in such final prospectus. Such indemnity shall remain in full force and effect regardless addition to any liability which the Sponsor may otherwise have to the Underwriters or any controlling person of any investigation made by or on behalf of such Seller or any such director, officer, employee, agent, underwriter or controlling person and shall survive the transfer of such Registrable Securities by such SellerUnderwriters.

INDEMNIFICATION a. In the event of any registration of any securities of the The Company under the Securities Act, the Company shall, and hereby does, agrees to indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, harmless each other person who participates as an underwriter in the offering or sale of such Registrable Securities Underwriter and each other person, if any, who controls such Seller or any such underwriter Underwriter within the meaning of Section 15 of the Securities 1933 Act from and against any and all losses, claims, damages, or damages and liabilities (or actions or proceedings whether commenced or threatened in respect thereof), joint or several, to which such Seller or any such director or officer or employee or agent or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon caused by any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities ActRegistration Statement, any preliminary prospectusPreliminary Prospectus, final prospectus any Permitted Free Writing Prospectus or summary prospectus contained thereinthe Prospectus (if used within the period set forth in paragraph (3) of Section 3(A) hereof and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, and except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company shall reimburse such Seller and each such director, officer, employee, agent, underwriter and controlling person by any Underwriter expressly for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action, or proceedingthe use therein; provided, however, that the Company foregoing indemnity with respect to any Preliminary Prospectus or any Permitted Free Writing Prospectus or any Prospectus shall not be liable in any such case inure to the extent that benefit of any such lossUnderwriter from whom the person asserting any losses, claimclaims, damage, liability (damages or action or proceeding, whether commenced or threatened in respect thereof)liabilities otherwise covered by this paragraph purchased Designated Securities, or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished to the Company by the indemnified party for the express purpose benefit of use in the preparation thereof andany person controlling such Underwriter, provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof), or expense arises out of such person's failure to send or give if a copy of the final prospectus, Permitted Free Writing Prospectus or Prospectus (as then amended and supplemented if the same may be then supplemented Company shall have furnished any amendments or amended, within the time required by the Securities Act to the person asserting an untrue statement supplements thereto) was not sent or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made given by or on behalf of such Seller Underwriter to such person if required so to have been delivered, at or prior to the entry into the contract of sale of Designated Securities with such person, and if the Permitted Free Writing Prospectus or Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and any person controlling the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to each Underwriter, (i) with reference to information furnished in writing by such Underwriter expressly for use in the Registration Statement, any Preliminary Prospectus, any Permitted Free Writing Prospectus, the Pricing Disclosure Material or the Prospectus or any amendments or supplements thereto and (ii) arising from any other free writing prospectus prepared by such directorUnderwriter, officerexcept to the extent arising from information furnished in writing by the Company expressly for use therein. Promptly after receipt by any person of notice of any claim or the institution of any proceeding (including any governmental investigation) in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, employeesuch person (the “indemnified party”) shall notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall be entitled to participate therein, agentand, underwriter or controlling person to the extent that it elects (upon notice to the indemnified party), jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. If the indemnifying party shall not have so elected to assume such defense, then, upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall survive pay the transfer fees and disbursements of such Registrable Securities counsel related to such proceeding. If the indemnifying party shall so elect to assume such defense, the indemnifying party shall not be liable to the indemnified party pursuant to this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such Sellercounsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Anything hereinabove to the contrary notwithstanding, any reference in this Section 6 to counsel reasonably satisfactory to, or designated by, the indemnified party shall mean (i) in the case of parties indemnified pursuant to the second preceding paragraph, counsel reasonably satisfactory to, or designated by, the Representative on behalf of all parties so indemnified pursuant to such paragraph and (ii) in the case of parties indemnified pursuant to the first preceding paragraph, counsel reasonable satisfactory to, or designated by, the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

INDEMNIFICATION a. In the event of any registration of any securities of the Company under the Securities Act, the Company shall, and hereby does, A. The Sponsor agrees to indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, harmless each other person who participates as an underwriter in the offering or sale of such Registrable Securities Underwriter and each other person, if any, who controls such Seller or any such underwriter Underwriters within the meaning of the Securities Act or the Exchange Act, from and against any lossesand all loss, claimsclaim, damages, damage or liabilities (or actions or proceedings whether commenced or threatened in respect thereof)liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which such Seller Underwriters or any such director or officer or employee or agent or underwriter or controlling person may become subject subject, under the Securities Act or the Exchange Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liability or action arises out of, or liabilities is based upon, (or actions or proceedings, whether commenced or threatened, 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 registration statement the Company Offering Materials, (ii) the omission or alleged omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) the omission or alleged omission to state in the Company Offering Materials other than the Registration Statement a material fact required to be stated or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and shall reimburse each Underwriter and each such Registrable controlling person promptly upon demand for any documented legal or documented other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the foregoing indemnity with respect to any untrue statement contained in or omission from the Prospectus shall not inure to the benefit of any Underwriter if the Sponsor shall sustain the burden of proving that the person asserting against such Underwriter the loss, liability, claim, damage or expense purchased any of the Notes which are the subject thereof and was not sent or given a copy of the appropriate Prospectus (or the appropriate Prospectus as amended or supplemented) (the term Prospectus as used in this clause shall not include documents incorporated by reference thereto), if required by law, at or prior to the written confirmation of the sale of such Notes and prior to delivery of such confirmation the Sponsor had furnished such Underwriter with a supplement to such Prospectus (or Prospectus as amended or supplemented) correcting the untrue statement in or omission from such Prospectus (or Prospectus as amended or supplemented). The foregoing indemnity agreement is in addition to any liability which the Sponsor may otherwise have to the Underwriters or any controlling person of any of the Underwriters. B. Each of the Underwriters agrees to severally and not jointly indemnify and hold harmless the Sponsor, the directors and the officers of the Sponsor who signed the Registration Statement, and each person, if any, who controls the Sponsor within the meaning of the Securities were registered Act or the Exchange Act against any and all loss, claim, damage or liability, or any action in respect thereof, to which the Sponsor, or any such director, officer or controlling person may become subject, under the Securities ActAct or the Exchange Act or otherwise, any preliminary prospectusinsofar as such loss, final prospectus claim, damage, liability or summary prospectus contained thereinaction arises out of, or is based upon, (i) any amendment untrue statement or supplement thereto, alleged untrue statement of a material fact relating to such Underwriter contained in the Underwriter Information or any (ii) the omission or alleged omission 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 made, not misleading, and the Company shall reimburse such Seller the Sponsor, promptly on demand, and each any such director, officer, employee, agent, underwriter and officer or controlling person for any documented legal or any other documented expenses reasonably incurred by them the Sponsor, or any director, officer or controlling person in connection with investigating or defending any such loss, claim, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case preparing to the extent that defend against any such loss, claim, damage, liability (or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which the Underwriters may otherwise have to the Sponsor or proceedingany such director, whether commenced officer or threatened controlling person. C. Promptly after receipt by any indemnified party under this Section 9 of notice of any claim or the commencement of any action, such indemnified party shall, if a claim in respect thereof)thereof is to be made against any indemnifying party under this Section 9, promptly notify the indemnifying party in writing of the claim or expense arises out the commencement of or is based upon that action; provided however, that the failure to notify an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, indemnifying party shall not relieve it from any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished liability which it may have under this Section 9 except to the Company extent it has been materially prejudiced by the indemnified party for the express purpose of use in the preparation thereof and, such failure; and provided, further, that the Company failure to notify any indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 9. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, except to the extent provided in the next following paragraph, the indemnifying party shall not be liable to the indemnified party under this Section 9 for any fees and expenses of counsel subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any indemnified party shall have the right to employ separate counsel in any such case action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing; (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the extent indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel; or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all such indemnified parties, which firm shall be designated in writing by the Representative, if the indemnified parties under this Section 9 consist of the Underwriters or any of their controlling persons, or by the Companies, if the indemnified parties under this Section 9 consist of either of the Companies or any of the Companies’ directors, officers or controlling persons, but in either case reasonably satisfactory to the indemnified party. Each indemnified party, as a condition of the indemnity agreements contained in Sections 9A and B, shall use its reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. D. Each Underwriter agrees to deliver to the Companies no later than the date prior to the date on which the Form 8-K is required to be filed pursuant to Section 2A (i) hereof with a copy of its Derived Information (defined below) for filing with the Commission on Form 8-K. (i) Each Underwriter agrees, assuming all Company-Provided Information (defined below) is accurate and complete in all material respects, to severally and not jointly indemnify and hold harmless the Sponsor, each of the Sponsor’s officers and directors and each person who controls the Sponsor within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information provided by such Underwriter, 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that in no case shall any Underwriter be responsible for any amount in excess of the underwriting discount applicable to the Notes purchased by such Underwriter. The obligations of each of the Underwriters under this Section 9E(i) shall be in addition to any liability which such Underwriter may otherwise have. (ii) The Sponsor agrees to indemnify and hold harmless each Underwriter, each of such Underwriter’s officers and directors and each person who controls such Underwriter within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or action or proceeding, whether commenced or threatened, actions in respect thereof)) arise out of or are based upon any untrue statement of a material fact contained in the Company-Provided Information, or expense arises arise out of such person's failure to send or give a copy of are based upon the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission if 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, and agrees to reimburse each such statement indemnified party for any legal or omission was corrected other expenses reasonably incurred by him, her or it in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by connection with investigating or on behalf of such Seller defending or preparing to defend any such directorloss, officerclaim, employeedamage, agentliability or action as such expenses are incurred. The Sponsor’s obligation under this Section 9E(ii) shall be in addition to any liability which they may otherwise have to the Underwriters. The procedures set forth in Section 9C shall be equally applicable to this Section 9E. F. For purposes of this Section 9, underwriter the term “Derived Information” means such portion, if any, of the information delivered to the Sponsor or controlling person and shall survive the transfer Seller pursuant to Section 9D hereof for filing with the Commission on Form 8-K as: (i) is not contained in the Prospectus without taking into account information incorporated therein by reference; (ii) does not constitute Company-Provided Information; and (iii) is of the type of information defined as Collateral term sheets, Structural term sheets or Computational Materials (as such Registrable Securities by such Sellerterms are interpreted in the No-Action Letters).

INDEMNIFICATION a. In the event of any registration of any securities of the Company under the Securities Act, the Company shall, and hereby does, The Sponsor agrees to indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, harmless each other person who participates as an underwriter in the offering or sale of such Registrable Securities Underwriter and each other person, if any, who controls such Seller or any such underwriter Underwriter within the meaning of the Securities Act or the Exchange Act, from and against any lossesand all loss, claimsclaim, damages, damage or liabilities (or actions or proceedings whether commenced or threatened in respect thereof)liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which such Seller Underwriter or any such director or officer or employee or agent or underwriter or controlling person may become subject subject, under the Securities Act or the Exchange Act or otherwise, insofar as such lossesloss, claimsclaim, damagesdamage, liability or action arises out of, or liabilities is based upon, (or actions or proceedings, whether commenced or threatened, 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 registration statement under which such Registrable Securities were registered under the Securities ActRegistration Statement (including the 430B Information), any preliminary prospectus, final prospectus a Preliminary Prospectus or summary prospectus contained therein, the Prospectus or any amendment amendment, exhibit or supplement theretothereto (in each case, or any other than in the Excluded Sections), (ii) the omission or alleged omission to state therein in the Registration Statement (including the 430B Information) (other than in the Excluded Sections) a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) the omission or alleged omission to state in a Preliminary Prospectus or the Prospectus (in each case, other than in the Excluded Sections) a material fact required to be stated or necessary to make the statements therein, in the light of the circumstances under which they were made made, not misleading, misleading and the Company shall reimburse such Seller each Underwriter and each such director, officer, employee, agent, underwriter and controlling person promptly upon demand for any documented legal or any documented other expenses reasonably incurred by them such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case preparing to the extent that defend against any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened as such expenses are incurred. The foregoing indemnity agreement is in respect thereof), or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, addition to any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished liability which the Sponsor may otherwise have to the Company by the indemnified party for the express purpose Underwriters or any controlling person of use in the preparation thereof and, provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof), or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Seller or any such director, officer, employee, agent, underwriter or controlling person and shall survive the transfer of such Registrable Securities by such SellerUnderwriters.

INDEMNIFICATION a. In the event of any registration of any securities of the Company under the Securities Act, the Company shall, The Partnership shall indemnify each Indemnitee from and hereby does, indemnify and hold harmless, to the extent permitted by applicable law, in the case of any registration statement filed pursuant to Section 10.1 or Section 10.2, the Seller of any Registrable Securities covered by such registration statement, its directors, officers, employees and agents, each other person who participates as an underwriter in the offering or sale of such Registrable Securities and each other person, if any, who controls such Seller or any such underwriter within the meaning of the Securities Act against any and all losses, claims, damages, or liabilities (or actions or proceedings whether commenced or threatened in respect thereof)liabilities, joint or several, expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines , settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership, the General Partner or the Gables Trust as set forth in this Agreement in which such Seller Indemnitee may be involved, or any such director or officer or employee or agent or underwriter or controlling person may become subject under the Securities Act is threatened to be involved, as a party or otherwise, insofar as such lossesunless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, claims, damages, property or liabilities services; or (or actions or proceedings, whether commenced or threatened, ii) in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement the case of any material fact contained in criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Without limitation, the foregoing indemnity shall extend to any registration statement under which such Registrable Securities were registered under liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Securities ActPartnership or any Subsidiary of the Partnership (including without limitation, any preliminary prospectus, final prospectus or summary prospectus contained therein, indebtedness which the Partnership or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light Subsidiary of the circumstances under which they were made not misleadingPartnership has assumed or taken subject to), and the Company shall reimburse such Seller General Partner is hereby authorized and each such directorempowered, officeron behalf of the Partnership, employee, agent, underwriter and controlling person to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any legal such indebtedness. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A with respect to the subject matter of such proceeding. The termination of any other proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, creates a rebuttable presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7.A. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership or otherwise provide funds, to enable the Partnership to fund its obligations under this Section 7.7. B. Reasonable expenses reasonably incurred by them in connection with investigating an Indemnitee who is a party to a proceeding may be paid or defending any such loss, claim, liability, action, or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened in respect thereof), or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment, or supplement in reliance upon and in conformity with written information furnished to the Company reimbursed by the indemnified party for the express purpose of use Partnership in the preparation thereof and, provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof), or expense arises out of such person's failure to send or give a copy advance of the final prospectus, as disposition of the same may be then supplemented or amended, within the time required proceeding upon receipt by the Securities Act to Partnership of (i) a written affirmation by the person asserting an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected Indemnitee of the Indemnitee's good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in such final prospectus. Such indemnity shall remain in full force this Section 7.7.A. has been met, and effect regardless of any investigation made (ii) a written undertaking by or on behalf of such Seller the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. C. The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any such directorother Person may be entitled under any agreement, officerpursuant to any vote of the Partners, employeeas a matter of law or otherwise, agent, underwriter or controlling person and shall survive continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnities is indemnified. D. The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the transfer of Indemnitees and such Registrable Securities other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such SellerPerson in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. E. For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of Section 7.7; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. F. In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. G. An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. H. The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Partnership's liability to any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. Section 7.8.