Common use of Company and Operating Partnership Indemnification Clause in Contracts

Company and Operating Partnership Indemnification. The Company and the Operating Partnership agree to indemnify and hold harmless the Agent, and its respective directors, officers, partners, employees and agents and each person, if any, who (i) controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or on behalf of the Agent expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the Agent, and its respective the directors, officers, partners, employees and agents of the Agent and each person, if any, who (i) controls such the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such the Agent (an “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any Governmental Entity, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the - 29 - Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to the Agent furnished in writing to the Company in writing by or on behalf of the Agent expressly for inclusion in the Registration Statement (or any amendment)therein, including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such which information furnished by the Agent as aforesaid initially consists solely of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”)information specified in Section 9(d) hereof. This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Subject to the indemnification limitations set forth in this Agreement, from and after the Closing Date, the Company and the Operating Partnership agree to shall indemnify and hold harmless the Agent, Contributor and its respective directorsofficers, officersemployees, partners, employees members, agents, representatives and agents and Affiliates (each person, if any, who (i) controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) which is controlled by or is under common control with such Agent (an a “Agent AffiliateContributor Indemnified Party”) from and against any and all lossescharges, complaints, claims, liabilitiesactions, causes of action, losses, damages, liabilities and expenses and damages (includingof any nature whatsoever, but not limited toincluding without limitation, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) in accordance with Section 9(c)) of, any action, suit or proceeding between any excess of the indemnified parties and any indemnifying parties greater of (i) 4.5% of the Company Cap or between any indemnified party and any third party(ii) $250,000, or otherwisein each case in the aggregate, or any claim asserted), as and when incurred, to which the Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are basedrelating to, directly asserted against, imposed upon or indirectly, on incurred by a Contributor Indemnified Party in connection with or as a result of any untrue statement or alleged untrue statement breach of a material fact representation, warranty or covenant of the Company and the Operating Partnership contained in the Registration Statement (this Agreement or in any schedule, exhibit, certificate or affidavit or any amendment thereto), including other document delivered by the Rule 430B Information, or in the Prospectus (or any amendment or supplement thereto) Company or the omission or alleged omission therefrom of a material fact required Operating Partnership pursuant to be stated therein or necessary to make the statements therein not misleadingthis Agreement; provided, however, that this indemnity agreement the Company and the Operating Partnership shall not apply have any obligation under this Section 5.01 to indemnify any Contributor Indemnified Party against any Losses to the extent that such lossLosses arise by virtue of the Contributor’s breach of this Agreement, claimgross negligence, liability, expense willful misconduct or damage arises from fraud. Any indemnification payment made by the Company or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission the Operating Partnership to the Contributor Indemnified Party pursuant to this Agreement shall be made in reliance on and in conformity with information furnished in writing to OP Units, the Company by or on behalf number of which shall equal the dollar value of the Agent expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished indemnification payment divided by the Agent as aforesaid consists OP Unit Value on the date of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”). This indemnity agreement will be in addition to any liability that the Company might otherwise havesuch indemnification payment.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the Agent, and its respective the directors, officers, partners, employees and agents of the Agent and each person, if any, who (i) controls such the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such the Agent (an “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any Governmental Entity, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto), including the any information deemed to be a part thereof pursuant to Rule 430B Informationunder the Securities Act, or in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; providedor (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares, the Disclosure Package (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact, in each case necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with information furnished in writing to the Company by or on behalf of the Agent expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to CF&Co and furnished in writing to the Company by or on behalf of the Agent CF&Co expressly for inclusion in the Registration Statement any document as described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists x) of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless Manager, the Agent, and its respective directors, officers, partners, employees and agents of Manager and each person, if any, who (i) controls such Agent Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent Manager (an a “Agent Manager Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentManager, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any free writing prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to Manager and furnished in writing to the Company by or on behalf of the Agent Manager expressly for inclusion in the Registration Statement any document as described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists x) of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any free writing prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to CF&Co and furnished in writing to the Company by or on behalf of the Agent CF&Co expressly for inclusion in the Registration Statement any document as described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists x) of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any Governmental Entity, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to CF&Co furnished in writing to the Company in writing by or on behalf of the Agent CF&Co expressly for inclusion in the Registration Statement (or any amendment)therein, including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such which information furnished by the Agent as aforesaid initially consists solely of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”)information specified in Section 9(e) hereof. This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to CF&Co and furnished in writing to the Company by or on behalf of the Agent CF&Co expressly for inclusion in any document as described in clause (x) of this Section 9(a) (that information being limited to the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”described in Schedule 4 hereto). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to CF&Co and furnished in writing to the Company by or on behalf of the Agent CF&Co expressly for inclusion in the Registration Statement any document as described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists x) of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the AgentAgents, the Forward Purchasers and its respective the Forward Sellers, the directors, officers, partners, employees and agents of each of the Agents, the Forward Sellers and the Forward Purchasers and each person, if any, who (i) controls such Agent the applicable Agent, Forward Purchaser or Forward Seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) the applicable Agent, Forward Purchaser or Forward Seller from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any Governmental Entity, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentAgents, the Forward Purchasers or the Forward Sellers, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with information furnished in writing to the Company by or on behalf of the Agent expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless Barclays, the Agent, and its respective directors, officers, partners, employees and agents of Barclays and each person, if any, who (i) controls such Agent Barclays within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent Barclays (an a “Agent Barclays Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any Governmental Entity, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentBarclays, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to Barclays furnished in writing to the Company in writing by or on behalf of the Agent Barclays expressly for inclusion in the Registration Statement (or any amendment)therein, including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such which information furnished by the Agent as aforesaid initially consists solely of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”)information specified in Section 9(e) hereof. This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any governmental agency or body, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to CF&Co and furnished to the Company by CF&Co expressly for inclusion in any document as described in clause (x) of this Section 9(a); provided however, that the indemnity provision in this Section 9(a) shall not inure to the benefit of CF&Co, or any CF&Co affiliate, with respect to any person asserting such loss, expense, liability, damage or claim which is the subject thereof if the Prospectus, or amendment or supplement thereto, prepared with the consent of CF&Co and furnished to CF&Co, prior to CF&Co providing written confirmation of the sale of the Shares to such person, corrected any such alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing if CF&Co failed to the Company by send or on behalf give a copy of the Agent expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B InformationProspectus, or the Prospectus (or any amendment or supplement thereof)thereto, it being understood and agreed that to such person at, or prior to providing written confirmation of, the only such information furnished by the Agent as aforesaid consists sale of the third paragraph Shares to such person. Notwithstanding the foregoing, the preceding proviso shall not apply if Prospectus delivery can be accomplished pursuant to Rule 153 or Rule 172 of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”)Securities Act. This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriter, the Agent, and its respective directors, officers, partners, employees and agents of any Underwriter and each person, if any, who (i) controls such Agent any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent any Underwriter (an “Agent Underwriter Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)8(c) hereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any 20 claim asserted), as and when incurred, to which the AgentUnderwriters, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or Statement, the Disclosure Package, any amendment thereto)Issuer Free Writing Prospectus, including any Permitted Free Writing Prospectus, any roadshow materials used in connection with the Rule 430B Informationoffer of the Shares, or in the Prospectus (Prospectus, or any amendment or supplement theretoto the foregoing, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to any Underwriter and furnished in writing to the Company by or on behalf of in writing through the Agent Representatives expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof)therein, it being understood and agreed that the only such information furnished by the Agent as aforesaid any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph of under the Plan of Distribution section of caption “Underwriting” and the Prospectus Supplement (information in the eighth through tenth paragraphs and the twelfth paragraph under the caption “Agent Information”). Underwriting.” This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the AgentSales Agents, and its respective the directors, officers, partners, employees and agents of the Sales Agents and each person, if any, who (i) controls such Agent the Sales Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with such Agent the Sales Agents (an a “Agent AffiliateAffiliate of the Sales Agents”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) hereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentSales Agents, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission or (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Securities pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to the Sales Agents and furnished in writing to the Company by or on behalf of the Agent Sales Agents expressly for inclusion in any document as described in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists last sentence of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have. The Company and the Operating Partnership acknowledge that the following statements set forth in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Sales Agents for inclusion in any Prospectus or any Free Writing Prospectus: (i) the names of the Sales Agents, (ii) the maximum amount of compensation to be received by the Sales Agents, (iii) the paragraph related to electronic distribution of the Prospectus.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the AgentUnderwriters, and its their respective affiliates, directors, officers, partners, employees and agents and each person, if any, who (i) controls such Agent Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) Act from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c5(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentUnderwriter, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto)thereof) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, including the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 430B Information433(h) under the Securities Act, any issuer information that the Company has filed, or in is required to file pursuant to Rule 433(d) under the Securities Act, any road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or on behalf of the Agent Representatives expressly for inclusion in the Registration Statement (or any amendmentamendment thereof), including any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 430B Information433(h) under the Securities Act, any issuer information that the Company has filed, or is required to file pursuant to Rule 433(d) under the Securities Act, any road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent Representatives as aforesaid consists of the third concession figures appearing in the fifth paragraph and the information appearing in the eleventh, twelfth, and thirteenth paragraphs of the Plan of Distribution Underwriting section of the Prospectus Supplement (but only insofar as such information concerns the Underwriters) (“Agent Underwriter Information”). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the AgentSales Agents, and its respective the directors, officers, partners, employees and agents of the Sales Agents and each person, if any, who who, directly or indirectly, through one or more intermediaries, (i) controls such Agent the Sales Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with such Agent the Sales Agents (an a “Agent AffiliateAffiliate of the Sales Agents”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) hereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentSales Agents, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission or (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Securities pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to the Sales Agents and furnished in writing to the Company by or on behalf of the Agent Sales Agents expressly for inclusion in any document as described in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists last sentence of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have. The Company and the Operating Partnership acknowledge that the following statements set forth in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Sales Agents for inclusion in any Prospectus or any Free Writing Prospectus: (i) the names of the Sales Agents, (ii) the maximum amount of compensation to be received by the Sales Agents, (iii) the paragraph related to electronic distribution of the Prospectus.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the AgentUnderwriters, and its their respective affiliates, directors, officers, partners, employees and agents and each person, if any, who (i) controls such Agent Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) Act from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c5(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentUnderwriter, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretothereof) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 433(h), including any issuer information that the Rule 430B InformationCompany has filed, or in is required to file pursuant to Rule 433(d), any road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or on behalf of the Agent Representatives expressly for inclusion in the Registration Statement (or any amendmentamendment thereof), including any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 430B Information433(h), any issuer information that the Company has filed, or is required to file, pursuant to Rule 433(d), any road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent Representatives as aforesaid consists of the third first paragraph of under the Plan of Distribution section of heading “Underwriting— Commissions and Discounts,” the information in the first and second paragraphs under the heading “Underwriting — Price Stabilization and Short Positions” and the information under the heading “Underwriting—Electronic Distribution” in the Prospectus Supplement (but only insofar as such information concerns the Underwriters) (collectively, the “Agent Underwriter Information”). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the AgentUnderwriters, and its their respective affiliates, directors, officers, partners, employees and agents and each person, if any, who (i) controls such Agent Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) Act from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c5(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentUnderwriter, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment theretothereof) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 433(h), including any issuer information that the Rule 430B InformationCompany has filed, or in is required to file, pursuant to Rule 433(d), any road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or on behalf of the Agent Representatives expressly for inclusion in the Registration Statement (or any amendmentamendment thereof), including any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 430B Information433(h), any issuer information that the Company has filed, or is required to file, pursuant to Rule 433(d), any road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent Representatives as aforesaid consists of the third first paragraph of under the Plan of Distribution section of heading “Underwriting— Underwriting Discount,” the information in the first and second paragraphs under the heading “Underwriting — Price Stabilization, Short Positions” and the information under the heading “Underwriting—Electronic Distribution” in the Prospectus Supplement (but only insofar as such information concerns the Underwriters) (“Agent Underwriter Information”). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to CF&Co and furnished in writing to the Company by or on behalf of the Agent CF&Co expressly for inclusion in the Registration Statement any document as described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists x) of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) CF&Co from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any Governmental Entity, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to CF&Co furnished in writing to the Company in writing by or on behalf of the Agent CF&Co expressly for inclusion in the Registration Statement (or any amendment)therein, including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such which information furnished by the Agent as aforesaid initially consists solely of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”)information specified in Section 9(e) hereof. This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless Xxxxx, the Agent, and its respective directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls such Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent Xxxxx (an “Agent a "Xxxxx Affiliate”") from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) hereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with information the Xxxxx-Furnished Information, which was furnished in writing to the Company by or on behalf of the Agent Xxxxx expressly for inclusion in the Registration Statement any document as described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists x) of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership agree agree, jointly and severally, to indemnify and hold harmless the each Agent, its affiliates (as such term is defined in Rule 405), directors and its respective directors, officers, partners, agents and employees and agents and each person, if any, who (i) controls controls, is under common control with or is controlled by, such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or Act as follows: (iii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) from and against any and all lossesloss, claimsliability, liabilitiesclaim, expenses damage and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)expense whatsoever, as and when incurred, to which the Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are based, directly or indirectly, on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an arising out of any untrue statement or omission or alleged untrue statement or omission made of a material fact included in reliance on and in conformity with information furnished in writing to the Company by or on behalf of the Agent expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B Information, related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereofthereto), it being understood and agreed that or the only such information furnished by omission or alleged omission therefrom of a material fact necessary in order to make the Agent as aforesaid consists statements therein, in the light of the third paragraph circumstances under which they were made, not misleading; (ii) to the extent that any such expense is not paid under clause (i) of this Section 11(a), against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the Plan aggregate amount paid in settlement of Distribution section any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, described in clause (i) of this Section 11(a); provided, that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Prospectus Supplement Company, which consent shall not unreasonably be delayed or withheld; provided, however, that for the avoidance of doubt, any indemnification provided under this Section 11(a) shall not be duplicative; and (“Agent Information”iii) to the extent that any such expense is not paid under clause (i) or clause (ii) of this Section 11(a). This indemnity agreement will be , against any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel (in addition to any liability local counsel)), 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 untrue statement or omission, or any such alleged untrue statement or omission, described in clause (i) of this Section 11(a); provided, however, that for the Company might otherwise have.avoidance of doubt, any indemnification provided under this Section 11(a) shall not be duplicative;

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the AgentUnderwriters, and its their respective affiliates, directors, officers, partners, employees and agents and each person, if any, who (i) controls such Agent Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) Act from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c5(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentUnderwriter, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto)thereof or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, including the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 430B Information433(h) under the Securities Act, any issuer information that the Company has filed, or in is required to file pursuant to Rule 433(d) under the Securities Act, any road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or on behalf of the Agent Representatives expressly for inclusion in the Registration Statement (or any amendment), including any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 430B Information433(h) under the Securities Act, any issuer information that the Company has filed, or is required to file pursuant to Rule 433(d) under the Securities Act, any road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent Representatives as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Underwriter Information”). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriter, the Agent, and its respective directors, officers, partners, employees and agents of any Underwriter and each person, if any, who (i) controls such Agent any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent any Underwriter (each individual referred to in clause (i) and (ii) herein referred to as an “Agent Underwriter Affiliate”) from and against against: any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)8(c) hereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentUnderwriters, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or Statement, the Disclosure Package, any amendment thereto)Issuer Free Writing Prospectus, including any Permitted Free Writing Prospectus, any roadshow materials used in connection with the Rule 430B Informationoffer of the Shares, or in the Prospectus (Prospectus, or any amendment or supplement theretoto the foregoing, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (b) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, however, that this indemnity agreement neither the Company nor the Operating Partnership shall not apply be liable in any such case (as set forth in Section 8(a)(1) or Section 8(a)(2)) to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to any Underwriter and furnished in writing to the Company by or on behalf of in writing through the Agent Representatives expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof)therein, it being understood and agreed that the only such information furnished by the Agent as aforesaid any Underwriter consists of the third paragraph of the Plan of Distribution section of following information in the Prospectus Supplement furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the first paragraph under the caption “Underwriting—Commissions and Discounts,” and the information in the first paragraph under caption “Underwriting—Other Relationships (collectively referred to herein as the “Agent Underwriter Information”). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the Agent, and its respective the directors, officers, partners, employees and agents of the Agent and each person, if any, who (i) controls such the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such the Agent (an “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any Governmental Entity, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with information furnished in writing to the Company by or on behalf of the Agent expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any Governmental Entity, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with information furnished in writing to the Company by or on behalf of the Agent expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B CF&Co Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) hereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any free writing prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to CF&Co and furnished in writing to the Company by or on behalf of the Agent CF&Co expressly for inclusion in the Registration Statement any document as described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists x) of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership agree to indemnify and hold harmless the Agent, and its respective directors, officers, partners, employees and agents and each person, if any, who (i) controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or on behalf of the Agent expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the third paragraph thirteenth paragraph, not including the fifth sentence thereof, of the Plan of Distribution (Conflicts of Interest) section of the Prospectus Supplement (“Agent Information”). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any governmental agency or body, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with information furnished in writing to the Company by or on behalf of the Agent expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B CF&Co Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless Xxxxx, the Agent, and its respective directors, officers, partners, employees and agents of Xxxxx and each person, if any, who (i) controls such Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent Xxxxx (an a “Agent Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) hereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to Xxxxx and furnished in writing to the Company by or on behalf of the Agent Xxxxx expressly for inclusion in the Registration Statement any document as described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists x) of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless MLV, the Agent, and its respective directors, officers, partners, employees and agents of MLV and each person, if any, who (i) controls such Agent MLV within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent MLV (an a “Agent MLV Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentMLV, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to MLV and furnished in writing to the Company by or on behalf of the Agent MLV expressly for inclusion in the Registration Statement any document as described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists x) of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) CF&Co from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any Governmental Entity, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with information furnished in writing to the Company by or on behalf of the Agent expressly for inclusion Information (as defined in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”Section 9(e) hereof). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriter, the Agent, and its respective directors, officers, partners, employees and agents of any Underwriter and each person, if any, who (i) controls such Agent any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent any Underwriter (an “Agent Underwriter Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)8(c) hereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentUnderwriters, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or Statement, the Disclosure Package, any amendment thereto)Issuer Free Writing Prospectus, including the Rule 430B Informationany Permitted Free Writing Prospectus, or in the Prospectus (Prospectus, or any amendment or supplement theretoto the foregoing, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to any Underwriter and furnished in writing to the Company by or on behalf of in writing through the Agent Representative expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof)therein, it being understood and agreed that the only such information furnished by the Agent as aforesaid any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph of under the Plan of Distribution section of caption “Underwriting” and the Prospectus Supplement (information in the eighth through tenth paragraphs and the twelfth paragraph under the caption “Agent Information”). Underwriting.” This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the AgentUnderwriters, and its their respective affiliates, directors, officers, partners, employees and agents and each person, if any, who (i) controls such Agent Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) Act from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c5(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentUnderwriter, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto)thereof or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, including the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 430B Information433(h) under the Securities Act, any issuer information that the Company has filed, or in is required to file pursuant to Rule 433(d) under the Securities Act, any road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or on behalf of the Agent Representatives expressly for inclusion in the Registration Statement (or any amendment), including any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 430B Information433(h) under the Securities Act, any issuer information that the Company has filed, or is required to file pursuant to Rule 433(d) under the Securities Act, any road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent Representatives as aforesaid consists of the third concession figure appearing in the fifth paragraph and the information appearing in the eleventh, twelfth, thirteenth, and fourteenth paragraphs of the Plan of Distribution Underwriting section of the Prospectus Supplement (but only insofar as such information concerns the Underwriters) (“Agent Underwriter Information”). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the AgentSales Agents, and its respective the directors, officers, partners, employees and agents of the Sales Agents and each person, if any, who who, directly or indirectly, through one or more intermediaries, (i) controls such Agent the Sales Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) the Sales Agents, from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) hereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentSales Agents, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission or (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Securities pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to the Sales Agents and furnished in writing to the Company by or on behalf of the Agent Sales Agents expressly for inclusion in any document as described in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists last sentence of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have. The Company and the Operating Partnership acknowledge that the following statements set forth in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Sales Agents for inclusion in any Prospectus or any Free Writing Prospectus: (i) the names of the Sales Agents, (ii) the maximum amount of compensation to be received by the Sales Agents, (iii) the paragraph related to electronic distribution of the Prospectus.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to CF&Co and furnished in writing to the Company by or on behalf of the Agent CF&Co expressly for inclusion in any document as described in clause (x) of this Section 9(a) (that information being limited to the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”described in Schedule 4 hereto). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, and employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or the Prospectus or in any amendment thereto)free writing prospectus or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership, including any blue sky application, filed in any jurisdiction in order to qualify the Rule 430B InformationShares under the securities laws thereof or filed with the Commission, or in the Prospectus (or any amendment or supplement theretoii) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleadingmisleading or (iii) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from from, or is caused directly based upon, an untrue statement or indirectly by an alleged untrue statement or omission or alleged untrue statement or omission made in any document as described in clause (a)(i) in reliance on upon and in conformity with written information relating to CF&Co and furnished in writing to the Company by CF&Co (or on behalf of the Agent its representatives) expressly for inclusion in the Registration Statement any document as described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”a)(i). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless the AgentAgents, and its respective the directors, officers, partners, employees and agents of each of the Agents and each person, if any, who (i) controls such the applicable Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such the applicable Agent (an “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any Governmental Entity, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentAgents, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to the Agents furnished in writing to the Company in writing by or on behalf of the Agent Agents expressly for inclusion in the Registration Statement (or any amendment)therein, including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such which information furnished by the Agent as aforesaid initially consists solely of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”)information specified in Section 9(f) hereof. This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, and its respective directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls such Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent CF&Co (an a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c12(d)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Issuer Free Writing Prospectus or (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or is caused directly or indirectly by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance on upon and in conformity with information relating to CF&Co that has been furnished in writing to the Company by or on behalf of the Agent CF&Co expressly for inclusion in the Registration Statement any document described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists x) of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 12(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless Ladenburg, the Agent, and its respective directors, officers, partners, employees and agents of Ladenburg and each person, if any, who (i) controls such Agent Ladenburg within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent Ladenburg (an a “Agent Ladenburg Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any Governmental Entity, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentLadenburg, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, provided however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to Ladenburg furnished in writing to the Company in writing by or on behalf of the Agent Ladenburg expressly for inclusion in the Registration Statement (or any amendment)therein, including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such which information furnished by the Agent as aforesaid initially consists solely of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”)information specified in Section 9(e) hereof. This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriter, the Agent, and its respective directors, officers, partners, employees and agents of any Underwriter and each person, if any, who (i) controls such Agent any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with such Agent any Underwriter (each individual referred to in clause (i) and (ii) herein referred to as an “Agent Underwriter Affiliate”) from and against against: (1) any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)8(c) hereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentUnderwriters, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or Statement, the Disclosure Package, any amendment thereto)Issuer Free Writing Prospectus, including any Permitted Free Writing Prospectus, any roadshow materials used in connection with the Rule 430B Informationoffer of the Shares, or in the Prospectus (Prospectus, or any amendment or supplement theretoto the foregoing, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (b) or the omission or alleged omission therefrom to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading, or (2) any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses incurred in connection with defending or investigating any such action or claim) (a) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by the Company for distribution to Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase, or (c) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of the Underwriter; provided, however, that this indemnity agreement neither the Company nor the Operating Partnership shall not apply be liable in any such case (as set forth in Section 8(a)(1) or Section 8(a)(2)) to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to any Underwriter and furnished in writing to the Company by or on behalf of in writing through the Agent Representatives expressly for inclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof)therein, it being understood and agreed that the only such information furnished by the Agent as aforesaid any Underwriter consists of the third paragraph of the Plan of Distribution section of following information in the Prospectus Supplement furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the first paragraph under the caption “Underwriting – Commissions and Discounts,” and the information in the first paragraph under caption “Underwriting – Other Relationships (collectively referred to herein as the “Agent Underwriter Information”). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership Partnership, jointly and severally, agree to indemnify and hold harmless BMO, the Agent, and its respective directors, officers, partners, employees and agents of BMO and each person, if any, who (i) controls such Agent BMO within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with such Agent BMO (an a “Agent BMO Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) hereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the AgentBMO, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement theretoto the Registration Statement or the Prospectus, or in any application or other document executed by or on behalf of the Company or the Operating Partnership or based on written information furnished by or on behalf of the Company or the Operating Partnership filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission or (y) or the omission or alleged omission therefrom of to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from or the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information relating to BMO and furnished in writing to the Company by or on behalf of the Agent BMO expressly for inclusion in the Registration Statement any document as described in clause (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists x) of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”this Section 9(a). This indemnity agreement will be in addition to any liability that the Company or the Operating Partnership might otherwise have.