Common use of Indemnification; Expenses, Etc Clause in Contracts

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT agrees, without limitation as to time, to indemnify and hold harmless the Purchaser, its Affiliates and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser and its Affiliates (individually, a "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser Indemnified Party in connection with or arising out of any material breach by the REIT of any warranty or representation made by the REIT in this Agreement; provided however, however, that the REIT shall not be liable for any Losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness or willful misconduct by such Purchaser Indemnified Party. The REIT agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such Losses. Except as otherwise provided herein, the REIT agrees (for the benefit of each Purchaser) to pay, and to hold the Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the Subsidiaries, as the case may be, of this Agreement or any other Transaction Document in connection herewith or therewith in any action in which the Purchaser attempts to enforce any of the foregoing, provided, that the Purchaser shall prevail in such action.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Company to indemnify the Purchaser Purchasers hereunder or under the Note Indenture or the other Transaction Documents, the REIT Company agrees, without limitation as to time, to indemnify and hold harmless the each Purchaser, its Affiliates and the employeeseach of its and their respective directors, officers, directors, trustees, direct and indirect partners, membersprincipals, agents attorneys and investment advisors of the Purchaser and its Affiliates (individually, a an "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilitiesliabilities (or actions, suits or proceedings, including any inquiry or investigation with respect thereto), costs (including the reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (including reasonable expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser to which any Indemnified Party may become subject, insofar as such Losses arise out of, in any way relate to, or result from (i) any breach of any warranty, or the inaccuracy of any representation, as the case may be, made by the Company, or the failure of the Company to fulfill any agreement or covenant contained in this Agreement, the Note Indenture, the Certificate of Designations, or any other Transaction Document, or (ii) in connection with any proceeding against the Company or any Indemnified Party brought by any third party arising out of or in connection with the Commitment Letter, this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby or any material breach by the REIT of action taken in connection herewith or therewith (or any warranty other document or representation made by the REIT in this Agreementinstrument executed herewith or pursuant hereto or thereto), whether or not any Indemnified Party is a formal party to any such proceeding; provided howeverprovided, however, that the REIT Company shall not be liable have any obligation under this indemnity provision for any Losses resulting from action on the part of any Purchaser Indemnified Party which is finally liabilities determined in such proceeding a judgment by a court of competent jurisdiction to be wrongful or which is an act of have resulted primarily from the gross negligence, recklessness negligence or willful misconduct by such Purchaser of any Indemnified Party. The REIT Company agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party. The foregoing is not intended to indemnify or hold harmless any Indemnified Party following on account of losses arising from the receipt limitation in value of a reasonably detailed invoice setting forth the amount Preferred Stock or Notes due to market factors, business developments or any causes other than the willful misconduct or bad faith of such Lossesthe Company or any of its officers and directors. Except as otherwise provided herein, the REIT Company agrees (for the benefit of each Purchaser) to pay, and to hold the each Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the Subsidiaries, as the case may be, Company of this Agreement or any other Transaction Document or any other agreement or instrument furnished pursuant hereto or thereto or in connection herewith or therewith in any action in which the any Purchaser attempts attempting to enforce any of the foregoing, provided, that the foregoing shall prevail or in any action in which any Purchaser shall prevail in such actiongood faith assert any provision of any of the foregoing as a defense.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT agrees, without limitation as to time, The Company agrees to indemnify and hold harmless the each Purchaser, its Affiliates and the employeeseach of its and their respective directors, officers, directors, trustees, direct and indirect partners, membersprincipals, agents shareholders and investment advisors of the Purchaser and its Affiliates attorneys (individually, a an "Purchaser Indemnified Party" and, collectively collectively, the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser to which any Indemnified Party may become subject, insofar as such Losses arise out of, in any way relate to, or result from (i) any breach of any representation or warranty made by the Company, or the failure of the Company to fulfill any agreement or covenant contained in this Agreement or any other Transaction Document, or (ii) any proceeding against the Company or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or arising out of any material breach by the REIT of any warranty or representation made by the REIT in this Agreementother Transaction Documents; provided howeverprovided, however, that the REIT Company shall not be liable for have any Losses resulting from action on the part of obligation under this indemnity provision to indemnify any Purchaser Indemnified Party which is finally determined in with respect to Losses until the aggregate combined total of all such proceeding Losses incurred by any Indemnified Party exceeds $5,000, whereupon the Indemnified Party shall be entitled to be wrongful or which is an act indemnity with respect to the full amount of gross negligenceLosses, recklessness or willful misconduct by such Purchaser Indemnified Party. The REIT agrees as promptly as practicable to and the Company shall reimburse any Purchaser the Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following Party. The Company shall not have any obligation under this indemnity provision for claims which are first made after the receipt expiration of a reasonably detailed invoice setting forth all applicable statutes of limitations, or for liabilities resulting from the amount gross negligence or willful misconduct of such Losses. Except as otherwise provided herein, the REIT agrees (for the benefit of each Purchaser) to pay, and to hold the Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the Subsidiaries, as the case may be, of this Agreement or any other Transaction Document in connection herewith or therewith in any action in which the Purchaser attempts to enforce any of the foregoing, provided, that the Purchaser shall prevail in such actionIndemnified Party.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Company to indemnify the Purchaser Purchasers hereunder or under the other Transaction Documents, the REIT Company agrees, without limitation as to time, to indemnify and hold harmless the Purchasereach Purchaser and its Affiliates, its Affiliates and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the each Purchaser and its Affiliates (individually, a an "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser an Indemnified Party in connection with any proceeding against the Company or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby or any material breach action taken in connection herewith or therewith (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not the transactions contemplated by the REIT of this Agreement are consummated and whether or not any warranty or representation made by the REIT in this AgreementIndemnified Party is a formal party to any Proceeding; provided howeverprovided, however, that the REIT Company shall not be liable for any Losses losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness recklessness, or willful misconduct by such Purchaser Indemnified Party. The REIT Company agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT Company agrees (for the benefit of each Purchaser) to pay, and to hold the each Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the Subsidiaries, as the case may be, of this Agreement or any other Transaction Document in connection herewith or therewith in any action in which the Purchaser attempts to enforce any of the foregoing, provided, that the Purchaser shall prevail in such action.against

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Company to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT Company agrees, without limitation as to time, to indemnify and hold harmless the Purchaser, its Affiliates the Affiliates, and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser and its the Affiliates (individually, a an "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs cost of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser an Indemnified Party party (i) in connection with or arising out of any material breach by the REIT of any warranty warranty, or representation the inaccuracy of any representation, as the case may be, made by the REIT Company, or the failure of the Company to fulfill any agreement or covenant contained in this AgreementAgreement or (ii) in connection with any proceeding against the Company or any Indemnified Party brought by an third party arising out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby or any action taken in connection herewith or therewith (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not the transactions contemplated by this Agreement are consummated and whether or not any Indemnified party is a formal party to an Proceeding; provided howeverPROVIDED, howeverHOWEVER, that the REIT Company shall not be liable for any Losses losses resulting from action on the part of any Purchaser Indemnified Party party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness recklessness, or willful misconduct by such Purchaser Indemnified Party. The REIT Company agrees as promptly as practicable to reimburse any Purchaser Indemnified Party party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT Company agrees (for the benefit of each the Purchaser) to pay, and to hold the Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the SubsidiariesCompany, as the case may be, of this Agreement or any other Transaction Document or any other agreement or instrument furnished pursuant hereto or thereto or in connection herewith or therewith in any action in which the Purchaser attempts in attempting to enforce any of the foregoing, provided, that foregoing shall prevail or in any action in which the Purchaser shall prevail in such actiongood faith assert any provision of any of the foregoing as a defense.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Company to indemnify the Purchaser Purchasers hereunder or under the other Transaction Documents, the REIT Company agrees, without limitation as to time, to indemnify and hold harmless the Purchasereach Purchaser and its Affiliates, its Affiliates and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the each Purchaser and its Affiliates (individually, a an "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser an Indemnified Party in connection with any proceeding against the Company or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby or any material breach action taken in connection herewith or therewith (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not the transactions contemplated by the REIT of this Agreement are consummated and whether or not any warranty or representation made by the REIT in this AgreementIndemnified Party is a formal party to any Proceeding; provided howeverprovided, however, that the REIT Company shall not be liable for any Losses losses resulting -------- ------- from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness recklessness, or willful misconduct by such Purchaser Indemnified Party. The REIT Company agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT Company agrees (for the benefit of each Purchaser) to pay, and to hold the each Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the SubsidiariesCompany, as the case may be, of this Agreement or any other Transaction Document or any other agreement or instrument furnished pursuant hereto or thereto or in connection herewith or therewith in any action in which the Purchaser attempts attempting to enforce any of the foregoing, provided, that the Purchaser foregoing shall prevail in such actionprevail.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT to indemnify Issuer and the Purchaser Guarantor hereunder or and under the other Transaction Documents, the REIT agreesIssuer and the Guarantor each hereby agree, without limitation as to time, to indemnify and hold harmless the PurchaserHolders' Agent, its Affiliates each Holder, each of their Affiliates, and the members, partners, employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser Holders' Agent, the Holders and its their Affiliates (individually, a an "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser an Indemnified Party (i) in connection with or arising out of any material breach by the REIT of any warranty warranty, or representation the inaccuracy of any representation, as the case may be, made by the REIT Issuer or the Guarantor, or the failure of the Issuer or the Guarantor to fulfill any agreement or covenant made by the Guarantor or the Issuer contained in this AgreementAgreement or (ii) in connection with any proceeding against the Issuer, the Guarantor or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby, as the case may be, or any action taken in connection herewith or therewith (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not the transactions contemplated by this Agreement are consummated and whether or not any Indemnified Party is a formal party to any proceeding; provided howeverprovided, however, that neither the REIT Issuer nor the Guarantor shall not be -------- ------- liable for any Losses losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of fraud, gross negligence, recklessness or willful misconduct by such Purchaser Indemnified PartyParty or based upon any material breach by any Indemnified Party of its representations and warranties set forth in this Agreement. The REIT Issuer and the Guarantor each agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT Issuer and the Guarantor each agrees (for the benefit of each Purchaserthe Purchasers) to pay, and to hold the each Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, incurred in connection with the enforcement against the REIT Issuer or the Subsidiaries, as the case may be, Guarantor of this Agreement or any other Transaction Document Document, or in connection herewith or therewith in any action in which the such Purchaser attempts to enforce shall prevail or in any action in which such Purchaser shall in good faith assert any provision of any of the foregoing, provided, that the Purchaser shall prevail in such actionforegoing as a defense.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Companies to indemnify the Purchaser Purchasers hereunder or under the other Transaction Documents, the REIT agreesCompanies agree, without limitation as to time, to indemnify and hold harmless the PurchaserPurchasers, its Affiliates Affiliates, and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser Purchasers and its Affiliates (individually, a an "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, reasonable expenses, charges and costs (including the reasonable costs of preparation and reasonable attorneys' fees, including without limitation, the Purchasers' Special Counsel) and reasonable expenses (including reasonable expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser an Indemnified Party in connection with any proceeding against any Group Company or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby or any material breach action taken in connection herewith or therewith (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not the transactions contemplated by the REIT of this Agreement are consummated and whether or not any warranty or representation made by the REIT in this AgreementIndemnified Party is a formal party to any proceeding; provided howeverprovided, however, that (i) this Section 20.1(a) shall not apply to third party, claims or proceedings made or brought by Affiliates of the REIT Purchasers, or shareholders, partners, directors, employees, or agents of the Purchasers or any of their Affiliates (it being understood and agreed that under no circumstances will any Group Company be deemed an Affiliate of the Purchasers for purposes of the foregoing sentence) and (ii) the Companies shall not be liable for any Losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness negligence or willful misconduct by such Purchaser Indemnified Party. The REIT agrees as Companies agree promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT agrees Companies agree (for the benefit of each Purchaser) to pay, and to hold the each Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable documented attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the Subsidiaries, as the case may be, Companies of this Agreement or any and the other Transaction Document in connection herewith or therewith Documents to which the Purchasers are parties in any action in which the any Purchaser attempts attempting to enforce any of the foregoing, provided, that the foregoing shall prevail or in any action in which a Purchaser shall prevail in such actionsuccessfully assert any provision of any of the foregoing as a defense.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Company to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT Company agrees, without limitation as to time, to indemnify and hold harmless the Purchaser, its Affiliates Affiliates, and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser and its Affiliates (individually, a an "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") reasonably incurred or suffered by a Purchaser an Indemnified Party (i) in connection with or arising out of any material breach by the REIT of any warranty warranty, or representation the inaccuracy of any representation, as the case may be, made by the REIT Company, or the failure of the Company to fulfill any agreement or covenant contained in this AgreementAgreement or (ii) in connection with any proceeding against the Company or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the transactions contemplated hereby or any action taken in connection herewith, whether or not any Indemnified Party is a formal party to any proceeding; provided howeverprovided, however, that -------- ------- the REIT Company shall not be liable for any Losses losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness recklessness, or willful misconduct by such Purchaser Indemnified Party. The REIT Company agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT Company agrees (for the benefit of each Purchaser) to pay, and to hold the Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, reasonably incurred in connection with the enforcement against the REIT or the Subsidiaries, as the case may be, Company of this Agreement or any other Transaction Document in connection herewith or therewith in any action in which the Purchaser attempts to enforce shall prevail or in any action in which the Purchaser shall in good faith assert any provision of any of the foregoingforegoing as a defense. The Company shall have no liability for any settlement or other payment for which indemnification is sought without receipt of its prior written consent, provided, that the Purchaser shall prevail in such actionconsent not to be unreasonably withheld.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Company to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT Company agrees, without limitation as to time, to indemnify and hold harmless the Purchaser, its Affiliates Affiliates, and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser and its Affiliates (individually, a an "Purchaser Indemnified PartyINDEMNIFIED PARTY" and, collectively the "Purchaser Indemnified PartiesINDEMNIFIED PARTIES") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "LossesLOSSES") incurred or suffered by a Purchaser an Indemnified Party (i) in connection with or arising out of any material breach by the REIT of any warranty warranty, or representation the inaccuracy of any representation, as the case may be, made by the REIT Company, or the failure of the Company to fulfill any agreement or covenant contained in this Agreement, (ii) in connection with any proceeding against the Company or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby, as the case may be, or any action taken in connection herewith or therewith (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not the transactions contemplated by this Agreement are consummated or whether or not any Indemnified Party is a formal party to any proceeding, or (iii) in connection with or arising out of a violation of the Securities Act, the Exchange Act, or any other federal or state securities law or regulation; provided howeverprovided, however, that the REIT Company shall not be liable for any Losses losses resulting from action on the part of any Purchaser Indemnified Party which (x) is based on an untrue statement or omission or alleged untrue statement or omission in a registration statement, prospectus or other disclosure document which is made in reliance on and in conformity with written information furnished to the Company by or on behalf of such Indemnified Party for use in the preparation thereof, or (y) is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness recklessness, or willful misconduct by such Purchaser Indemnified Party. The REIT Company agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT Company agrees (for the benefit of each the Purchaser) to pay, and to hold the Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, incurred in connection with the enforcement against the REIT or the Subsidiaries, as the case may be, Company of this Agreement or any other Transaction Document agreement or instrument furnished pursuant hereto, or in connection herewith or therewith in any action in which the Purchaser attempts to enforce shall prevail or in any action in which the Purchaser shall in good faith assert any provision of any of the foregoing, provided, that the Purchaser shall prevail in such actionforegoing as a defense.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT and the Operating Partnership to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT agreesand the Operating Partnership agree, without limitation as to time, to jointly and severally indemnify and hold harmless the Purchaser, its Affiliates Affiliates, and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser and its such Affiliates (individually, a "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser Indemnified Party in connection with or arising out of any material breach by the REIT or the Operating Partnership of any warranty or representation or covenant made by the REIT or the Operating Partnership in this Agreement; provided howeverPROVIDED, howeverHOWEVER, that neither the REIT nor the Operating Partnership shall not be liable for any Losses losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness recklessness, or willful misconduct by such Purchaser Indemnified Party. The Each of the REIT agrees as and the Operating Partnership agree promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, each of the REIT agrees and the Operating Partnership agree (for the benefit of each the Purchaser) to pay, and to hold the Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the Subsidiaries, as the case may be, Subsidiaries of this Agreement or any other Transaction Document or any other agreement or instrument furnished pursuant hereto or in connection herewith or therewith in any action in which the Purchaser attempts to enforce any of the foregoing, providedPROVIDED, that the Purchaser shall prevail in such action.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Company to indemnify the Purchaser Purchasers hereunder or under the other Transaction Documents, the REIT Company agrees, without limitation as to time, to indemnify and hold harmless the PurchaserPurchasers and their respective Affiliates, its Affiliates and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser Purchasers and its their respective Affiliates (individually, a "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser Indemnified Party (i) in connection with or arising out of any material breach by the REIT of any warranty warranty, or representation the material inaccuracy of any representation, as the case may be, made by the REIT Company, or the failure of the Company to fulfill any agreement or covenant contained in this AgreementAgreement or (ii) in connection with any proceeding against the Company or any Purchaser Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby or any action taken in connection herewith or therewith (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not the transactions contemplated by this Agreement are consummated and whether or not any Purchaser Indemnified Party is a formal party to any proceeding; provided howeverPROVIDED, however, that the REIT Company shall not be liable for any Losses losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness recklessness, or willful misconduct by such Purchaser Indemnified Party. The REIT Company agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT Company agrees (for the benefit of each Purchaser) to pay, and to hold the each Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the SubsidiariesCompany, as the case may be, of this Agreement or any other Transaction Document or any other agreement or instrument furnished pursuant hereto or thereto or in connection 66 herewith or therewith in any action in which the Purchaser attempts attempting to enforce any of the foregoing, provided, that foregoing shall prevail or in any action in which the Purchaser shall prevail in such actiongood faith assert any provision of any of the foregoing as a defense.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Company to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT Company agrees, without limitation as to time, to indemnify and hold harmless the Purchaser, its Affiliates Affiliates, and the employees, officers, directors, trustees, direct partners and indirect partners, members, agents and investment advisors of the Purchaser and its Affiliates (individually, a an "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser an Indemnified Party (i) in connection with or arising out of any material breach by the REIT of any warranty warranty, or representation the inaccuracy of any representation, as the case may be, made by the REIT Company, or the failure of the Company to fulfill any agreement or covenant contained in this AgreementAgreement or (ii) in connection with any proceeding against the Company or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby or any action taken in connection herewith or therewith (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not the transactions contemplated by this Agreement are consummated and whether or not any Indemnified Party is a formal party to any Proceeding; provided howeverprovided, however, that the REIT Company shall not be liable for any Losses resulting from any action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness recklessness, or willful misconduct by such Purchaser Indemnified Party. The REIT Company agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT Company agrees (for the benefit of each Purchaser) to pay, and to hold the each Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the SubsidiariesCompany, as the case may be, of this Agreement or any other Transaction Document or any other agreement or instrument furnished pursuant hereto or thereto or in connection herewith or therewith in any action in which the Purchaser attempts attempting to enforce any of the foregoingforegoing shall prevail or in any action in which the Purchaser shall in good faith assert any provision of any of the foregoing as a defense. (b) If any Indemnified Party is entitled to indemnification hereunder, such Indemnified Party shall give prompt notice to the Company of any claim or of the commencement of any proceeding against the Company or any Indemnified Party brought by any third party with respect to which such Indemnified Party seeks indemnification pursuant hereto; provided, however, that the failure so to notify the Company shall not relieve the Company from any obligation or liability except to the extent the Company is prejudiced by such failure. The Company shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the expense of the Company, the defense of any such claim or proceeding with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party or Parties will not be subject to any liability for any settlement made without its or their consent (but such consent will not be unreasonably withheld). The Company shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by claimant or plaintiff to such Indemnified Party or Parties of a release, in form and substance satisfactory to the Indemnified Party or Parties, from all liability in respect of such claim, litigation or proceeding. (c) In addition to any other obligations of the Company to indemnify the Purchasers herein or pursuant to any of the Transaction Documents or any other agreements or documents executed and delivered in connection therewith, the Company will pay, and will save the Purchaser and each other holder of any of the Securities harmless from liability for the payment of all expenses arising in connection with such transactions, including, without limitation: (a) all document production and duplication charges and the reasonable fees, charges and expenses of Purchasers' Counsel (whether arising before or after the Closing Date) incurred by Purchaser in connection with the transactions contemplated hereby and any subsequent proposed modification of, or proposed consent under, this Agreement, whether or not such proposed modification shall prevail be effected or proposed consent granted; (b) the costs and expenses, including attorneys' fees, incurred by Purchaser in enforcing any rights under this Agreement or in responding to any subpoena or other legal process issued in connection with this Agreement or the transactions contemplated hereby or thereby or by reason of Purchaser having acquired any of the Shares, including without limitation costs and expenses incurred by Purchaser in any bankruptcy proceeding of the Company; (c) the cost of delivering to Purchaser's principal office, insured to its satisfaction, the Shares delivered to Purchaser hereunder; and (d) the reasonable out-of-pocket expenses incurred by Purchaser in connection with such actiontransactions and any such amendments or waivers. 9.2.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Parties to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT agreesParties hereby agree, jointly and severally, without limitation as to time, to indemnify and hold harmless the Purchaser, its Affiliates and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser and its Affiliates (individually, a "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages (including incidental and consequential damages), liabilities, costs (including the costs of preparation and reasonable attorneys' fees, but in no event more than one counsel (other than local counsel) and reasonable expenses (including expenses of investigation) ), whether or not involving a third party claim (collectively, "Losses") incurred or suffered by a Purchaser Indemnified Party in connection with or arising out of any material breach by the a REIT Party of any warranty or representation made by the a REIT Party in this Agreement, any breach by a REIT Party of any covenants made by a REIT Party in this Agreement or in the Transaction Documents and for any claims by any Person against the Purchaser for any finder's fee, brokerage commission or similar payment in connection with the transaction contemplated hereby; provided however, howeverPROVIDED HOWEVER, that the no REIT Party shall not be liable for any Losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness or willful misconduct by such Purchaser Indemnified Party. The REIT agrees Parties agree, jointly and severally, as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses incurred pursuant to this Section 7.1(a) as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such Losses. Except as otherwise provided herein, the REIT agrees (for the benefit of each Purchaser) to pay, and to hold the Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the Subsidiaries, as the case may be, of this Agreement or any other Transaction Document in connection herewith or therewith in any action in which the Purchaser attempts to enforce any of the foregoing, provided, that the Purchaser shall prevail in such action.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT agrees, without limitation as to time, to indemnify and hold harmless the Purchaser, its Affiliates and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser and its Affiliates (individually, a "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser Indemnified Party in connection with or arising out of any material breach by the REIT of any warranty or representation made by the REIT in this Agreement; provided howeverPROVIDED, howeverHOWEVER, that the REIT shall not be liable for any Losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness or willful misconduct by such Purchaser Indemnified Party. The REIT agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such Losses. Except as otherwise provided herein, the REIT agrees (for the benefit of each Purchaser) to pay, and to hold the Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, in connection with the enforcement against the REIT or the Subsidiaries, as the case may be, of this Agreement or any other Transaction Document in connection herewith or therewith in any action in which the Purchaser attempts to enforce any of the foregoing, providedPROVIDED, that the Purchaser shall prevail in such action.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Trust and AAG to indemnify the Purchaser hereunder or under the Indenture or the other Transaction Documents, the REIT agreesTrust and AAG agree, without limitation as to time, to indemnify and hold harmless the Purchaser, its Affiliates Affiliates, and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser and its Affiliates (individually, a an "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser an Indemnified Party (i) in connection with or arising out of any material breach by the REIT of any warranty warranty, or the inaccuracy of any representation as the case may be, made by AAG or the REIT Trust, or the failure of AAG or the Trust to fulfill any agreement or covenant contained in this AgreementAgreement or (ii) in connection with any proceeding against the Trust, AAG or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby or any action taken in connection herewith or therewith (or any other document or instrument executed herewith or pursuant hereto or thereto) whether or the transactions contemplated by this Agreement are consummated and whether or not any Indemnified Party is a formal party to any proceeding; provided howeverPROVIDED, howeverHOWEVER, that neither the REIT Trust nor AAG shall not be liable for any Losses losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness recklessness, or willful misconduct by such Purchaser Indemnified Party. The REIT agrees as Trust and AAG agree promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT agrees Trust and AAG agree (for the benefit of each Purchaser) to pay, and to hold the each Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' attorneys fees, expenses and disbursements), if any, in connection with the enforcement against the REIT Trust or the SubsidiariesAAG, as the case may be, of this Agreement or any other Transaction Document or any other agreement or instrument furnished pursuant hereto or thereto or in connection herewith or therewith in any action in which the Purchaser attempts attempting to enforce any of the foregoing, provided, that foregoing shall prevail or in any action in which the Purchaser shall prevail in such actiongood faith assert any provision of any of the foregoing as a defense.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Company to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT Company agrees, without limitation as to time, to indemnify and hold harmless the Purchaser, its Affiliates Affiliates, and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser and its Affiliates (individually, a an "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "Losses") incurred or suffered by a Purchaser an Indemnified Party (i) in connection with or arising out of any material breach by the REIT of any warranty warranty, or representation the inaccuracy of any representation, as the case may be, made by the REIT Company, or the failure of the Company to fulfill any agreement or covenant contained in this AgreementAgreement or (ii) in connection with any proceeding against the Company or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby, as the case may be, or any action taken in connection herewith or therewith (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not the transactions contemplated by this Agreement are consummated or whether or not any Indemnified Party is a formal party to any proceeding; provided howeverprovided, however, that the REIT Company shall not be -------- ------- liable for any Losses losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness recklessness, or willful misconduct by such Purchaser Indemnified Party. The REIT Company agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT Company agrees (for the benefit of each the Purchaser) to pay, and to hold the Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, incurred in connection with the enforcement against the REIT Company of this Agreement or any other agreement to which the SubsidiariesCompany is a party or any other agreement or instrument furnished pursuant hereto or thereto, as the case may be, of this Agreement or any other Transaction Document in connection herewith or therewith in any action in which the Purchaser attempts to enforce shall prevail or in any action in which the Purchaser shall in good faith assert any provision of any of the foregoing, provided, that the Purchaser shall prevail in such actionforegoing as a defense.

Indemnification; Expenses, Etc. (a) In addition to any and all obligations of the REIT Company to indemnify the Purchaser hereunder or under the other Transaction Documents, the REIT Company agrees, without limitation as to time, to indemnify and hold harmless the Purchaser, its Affiliates Affiliates, and the employees, officers, directors, trustees, direct and indirect partners, members, agents and investment advisors of the Purchaser and its Affiliates (individually, a an "Purchaser Indemnified PartyINDEMNIFIED PARTY" and, collectively the "Purchaser Indemnified PartiesINDEMNIFIED PARTIES") from and against any and all losses, claims, damages, liabilities, costs (including the costs of preparation and reasonable attorneys' fees) and reasonable expenses (including expenses of investigation) (collectively, "LossesLOSSES") incurred or suffered by a Purchaser an Indemnified Party (i) in connection with or arising out of any material breach by the REIT of any warranty warranty, or representation the inaccuracy of any representation, as the case may be, made by the REIT Company, or the failure of the Company to fulfill any agreement or covenant contained in this AgreementAgreement or (ii) in connection with any proceeding against the Company or any Indemnified Party brought by any third party arising out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby, as the case may be, or any action taken in connection herewith or therewith (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not the transactions contemplated by this Agreement are consummated or whether or not any Indemnified Party is a formal party to any proceeding; provided howeverPROVIDED, howeverHOWEVER, that the REIT Company shall not be liable for any Losses losses resulting from action on the part of any Purchaser Indemnified Party which is finally determined in such proceeding to be wrongful or which is an act of gross negligence, recklessness recklessness, or willful misconduct by such Purchaser Indemnified Party. The REIT Company agrees as promptly as practicable to reimburse any Purchaser Indemnified Party for all such Losses as they are incurred or suffered by such Purchaser Indemnified Party following the receipt of a reasonably detailed invoice setting forth the amount of such LossesParty. Except as otherwise provided herein, the REIT Company agrees (for the benefit of each the Purchaser) to pay, and to hold the Purchaser harmless from and against, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expenses and disbursements), if any, incurred in connection with the enforcement against the REIT Company of this Agreement or any other agreement to which the SubsidiariesCompany is a party or any other agreement or instrument furnished pursuant hereto or thereto, as the case may be, of this Agreement or any other Transaction Document in connection herewith or therewith in any action in which the Purchaser attempts to enforce shall prevail or in any action in which the Purchaser shall in good faith assert any provision of any of the foregoing, provided, that the Purchaser shall prevail in such actionforegoing as a defense.