Common use of Company and Operating Partnership Indemnification Clause in Contracts

Company and Operating Partnership Indemnification. The Company and Operating Partnership, on a joint and several basis, agree to indemnify and hold harmless the Manager and each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Manager expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint and several basis, Partnership agree to indemnify and hold harmless the Manager Agent, and its respective directors, officers, partners, employees and agents and each person, if any, who (i) controls the Manager such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (iii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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, arising 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from or expense to the extent arising out of any is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information furnished in writing to the Company by or on behalf of the Manager Agent expressly for use inclusion in the Registration Statement (or any amendment theretoamendment), or in any Issuer Free Writing Prospectus including the Rule 430B Information, or the Prospectus (or any amendment or supplement theretothereof), 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, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Agent, the directors, officers, partners, employees and agents of the Agent and each person, if any, who (i) controls the Manager Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (iii) is controlled by or is under common control with the Agent from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including, but not limited to, any and all reasonable investigative 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, arising 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 the Prospectus or any amendment thereto)or supplement to 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from the sale of the Shares pursuant to this Agreement and is caused directly or expense to the extent arising out of any untrue statement or omission or alleged indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to the Agent furnished to the Company in writing by the Manager Agent expressly for use inclusion therein, which information initially consists solely of the information specified in Section 9(d) hereof. This indemnity agreement will be in addition to any liability that the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus Company or the Prospectus (or any amendment or supplement thereto)Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Agent, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”), its selling agents and each person, if any, who controls the Manager Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment 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 or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided provided, that (subject to Section 9(d12(e) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; andCompany; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counselcounsel chosen by the Agent), 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, to the extent that any such expense is not paid under (i) or (ii) above, ; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Manager Agent expressly for use in the Registration Statement (or any amendment thereto), or in including any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Agents, Forward Sellers, Forward Purchasers, their respective affiliates and their respective partners, members, directors, officers, employees and agents and each person, if any, who controls the Manager applicable Agent, Forward Seller or Forward Purchaser or any affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided provided, that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company Company, which consent shall not unreasonably be delayed or the Operating Partnershipwithheld; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or bodyGovernmental Authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionomission (whether or not a party), to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Manager expressly for use in the Registration Statement Agents’, Forward Sellers’ or Forward Purchasers’ Information (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement theretoas defined below).

Company and Operating Partnership Indemnification. The Company and the Operating PartnershipPartnership agree, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager each Agent, Forward Purchaser and Forward Seller, their respective affiliates (as such term is defined in Rule 405), directors and officers, agents and employees and each person, if any, who controls the Manager controls, is under common control with or is controlled by, such Agent, Forward Purchaser or Forward Seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the 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 aggregate amount paid in settlement of 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 provided, that (subject to Section 9(d11(d) below) any such settlement is effected with the written consent of the Company Company, which consent shall not unreasonably be delayed or withheld; provided, however, that for the Operating Partnershipavoidance of doubt, any indemnification provided under this Section 11(a) shall not be duplicative; and (iii) to the extent that any such expense is not paid under clause (i) or clause (ii) of this Section 11(a), against any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel (in addition to any 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, to the extent that any such expense is not paid under described in clause (i) or (iiof this Section 11(a); provided, however, that for the avoidance of doubt, any indemnification provided under this Section 11(a) above, shall not be duplicative; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Manager Agents, the Forward Purchasers or the Forward Sellers expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless CF&Co, the Manager directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls the Manager CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (iii) is controlled by or is under common control with CF&Co (a “CF&Co Affiliate”) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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, arising to which CF&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 the Prospectus or any amendment thereto)or supplement to 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, 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, misleading or arising out (z) any breach by any of the indemnifying parties of any untrue statement or alleged untrue statement of a material fact included their respective representations, warranties and agreements contained in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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 omissionthis Agreement; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or expense to the extent arising out of any untrue statement or omission or alleged 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 the Manager CF&Co expressly for use in the Registration Statement (or any amendment thereto), or inclusion in any Issuer Free Writing Prospectus document as described in clause (x) of this Section 9(a) (that information being limited to the information described in Schedule 4 hereto). This indemnity agreement will be in addition to any liability that the Company or the Prospectus (or any amendment or supplement thereto)Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Underwriters, and their respective affiliates, directors, officers, partners, employees and agents and each person, if any, who controls the Manager such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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 5(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, arising to which the Underwriter, 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), 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 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, misleading; provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from or expense to the extent arising out of any is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information furnished in writing to the Company by the Manager Representatives expressly for use inclusion in the Registration Statement (or any amendment theretothereof), any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 433(h), any issuer information that the Company has filed, or in is required to file, pursuant to Rule 433(d), any Issuer Free Writing Prospectus road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement theretothereof), it being understood and agreed that the only such information furnished by the Representatives as aforesaid consists of the first paragraph under the 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 (but only insofar as such information concerns the Underwriters) (“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, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Sales Agents, 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 the Manager Sales Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: or (iii) is controlled by or is under common control with the Sales Agents (a “Affiliate of the Sales Agents”) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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, arising to which the Sales 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 the Prospectus or any amendment thereto)or supplement to 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) 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from the sale of the Placement Securities pursuant to this Agreement and is caused directly or expense to the extent arising out of any untrue statement or omission or alleged indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to the Sales Agents and furnished to the Company by the Manager Sales Agents expressly for use inclusion in any document as described in the Registration Statement (last sentence of 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 amendment thereto), or in any Issuer Free Writing Prospectus or Prospectus: (i) the Prospectus names of the Sales Agents, (or any amendment or supplement thereto)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 PartnershipPartnership agree, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager each Agent, its affiliates (as such term is defined in Rule 405), directors and officers, agents and employees and each person, if any, who controls the Manager 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 as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the 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 aggregate amount paid in settlement of 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 provided, that (subject to Section 9(d11(d) below) any such settlement is effected with the written consent of the Company Company, which consent shall not unreasonably be delayed or withheld; provided, however, that for the Operating Partnershipavoidance of doubt, any indemnification provided under this Section 11(a) shall not be duplicative; and (iii) to the extent that any such expense is not paid under clause (i) or clause (ii) of this Section 11(a), against any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel (in addition to any 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, to the extent that any such expense is not paid under described in clause (i) or (iiof this Section 11(a); provided, however, that for the avoidance of doubt, any indemnification provided under this Section 11(a) above, shall not be duplicative; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Manager Agents expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Company and Operating Partnership Indemnification. The Company and the Operating PartnershipPartnership agree, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager each Agent, its affiliates (as such term is defined in Rule 405), directors and officers, agents and employees and each person, if any, who controls the Manager 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 as follows: : (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the 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 aggregate amount paid in settlement of 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 provided, that (subject to Section 9(d11(d) below) any such settlement is effected with the written consent of the Company Company, which consent shall not unreasonably be delayed or withheld; provided, however, that for the Operating Partnershipavoidance of doubt, any indemnification provided under this Section 11(a) shall not be duplicative; and and (iii) to the extent that any such expense is not paid under clause (i) or clause (ii) of this Section 11(a), against any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel (in addition to any 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, to the extent that any such expense is not paid under described in clause (i) or (ii) above, of this Section 11(a); provided, however, that for the avoidance of doubt, any indemnification provided under this indemnity agreement Section 11(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Manager expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).be duplicative;

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless CF&Co, the Manager directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls the Manager CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (iii) is controlled by or is under common control with CF&Co (a “CF&Co Affiliate”) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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 12(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, arising to which CF&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 the Prospectus or any amendment thereto), or supplement to the Registration Statement or the Prospectus or in any Issuer Free Writing Prospectus 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage is caused directly or expense to the extent arising out of any indirectly by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to CF&Co that has been furnished in writing to the Company by the Manager CF&Co expressly for use in the Registration Statement (or any amendment thereto), or inclusion in any Issuer Free Writing Prospectus or document described in clause (x) of this Section 12(a). This indemnity agreement will be in addition to any liability that the Prospectus (or any amendment or supplement thereto)Company might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Agent, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”), its selling agents and each person, if any, who controls the Manager Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment 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 or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided provided, that (subject to Section 9(d12(e) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; andCompany; (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counselcounsel chosen by the Agent), 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, to the extent that any such expense is not paid under (i) or (ii) above, ; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information Agent Information furnished to the Company by the Manager Agent expressly for use in the Registration Statement (or any amendment thereto), or in including any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Underwriters, and their respective affiliates, directors, officers, partners, employees and agents and each person, if any, who controls the Manager such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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 5(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, arising to which the Underwriter, 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), 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 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, misleading; provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from or expense to the extent arising out of any is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information furnished in writing to the Company by the Manager Representatives expressly for use inclusion in the Registration Statement (or any amendment theretothereof), any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 433(h), any issuer information that the Company has filed, or in is required to file, pursuant to Rule 433(d), any Issuer Free Writing Prospectus road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement theretothereof), it being understood and agreed that the only such information furnished by the Representatives as aforesaid consists of the first paragraph under the 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 (but only insofar as such information concerns the Underwriters) (collectively, the “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, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Underwriters, and their respective affiliates, directors, officers, partners, employees and agents and each person, if any, who controls the Manager such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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 5(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, arising to which the Underwriter, 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 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, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 433(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 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from or expense to the extent arising out of any is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information furnished in writing to the Company by the Manager Representatives expressly for use inclusion in the Registration Statement (or any amendment theretothereof), any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 433(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 Issuer Free Writing Prospectus road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement theretothereof), it being understood and agreed that the only such information furnished by the Representatives as aforesaid consists of the concession figures appearing in the fifth paragraph and the information appearing in the eleventh, twelfth, and thirteenth paragraphs of the Underwriting section of the Prospectus (but only insofar as such information concerns the Underwriters) (“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, on a joint jointly and several basisseverally, agree to indemnify and hold harmless Barclays, the Manager directors, officers, partners, employees and agents of Barclays and each person, if any, who (i) controls the Manager Barclays within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (iii) is controlled by or is under common control with Barclays (a “Barclays Affiliate”) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including, but not limited to, any and all reasonable investigative 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, arising to which Barclays, 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 the Prospectus or any amendment thereto)or supplement to 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from the sale of the Shares pursuant to this Agreement and is caused directly or expense to the extent arising out of any untrue statement or omission or alleged indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to Barclays furnished to the Company in writing by the Manager Barclays expressly for use inclusion therein, which information initially consists solely of the information specified in Section 9(e) hereof. This indemnity agreement will be in addition to any liability that the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus Company or the Prospectus (or any amendment or supplement thereto)Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless each Underwriter, the Manager directors, officers, partners, employees and agents of any Underwriter and each person, if any, who (i) controls the Manager any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (iii) is controlled by or is under common control with any Underwriter (“Underwriter Affiliate”) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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 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, arising to which the Underwriters, 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 (Statement, the Disclosure Package, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any roadshow materials used in connection with the offer of the Shares, or the Prospectus, or any amendment thereto)or supplement to 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) 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from the sale of the Shares pursuant to this Agreement and is caused directly or expense to the extent arising out of any untrue statement or omission or alleged indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to any Underwriter and furnished to the Company by in writing through the Manager Representatives expressly for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Registration Statement (or Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information in the eighth through tenth paragraphs and the twelfth paragraph under the caption “Underwriting.” This indemnity agreement will be in addition to any amendment thereto), or in any Issuer Free Writing Prospectus liability that the Company or the Prospectus (or any amendment or supplement thereto)Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Agents, the directors, officers, partners, employees and agents of each of the Agents and each person, if any, who (i) controls the Manager applicable Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (iii) is controlled by or is under common control with the applicable Agent from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including, but not limited to, any and all reasonable investigative 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, arising to which the 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 the Prospectus or any amendment thereto)or supplement to 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from the sale of the Shares pursuant to this Agreement and is caused directly or expense to the extent arising out of any untrue statement or omission or alleged indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to the Agents furnished to the Company in writing by the Manager Agents expressly for use inclusion therein, which information initially consists solely of the information specified in Section 9(f) hereof. This indemnity agreement will be in addition to any liability that the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus Company or the Prospectus (or any amendment or supplement thereto)Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless Ladenburg, the Manager directors, officers, partners, employees and agents of Ladenburg and each person, if any, who (i) controls the Manager Ladenburg within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (iii) is controlled by or is under common control with Ladenburg (a “Ladenburg Affiliate”) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (including, but not limited to, any and all reasonable investigative 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, arising to which Ladenburg, 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 the Prospectus or any amendment thereto)or supplement to 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from the sale of the Shares pursuant to this Agreement and is caused directly or expense to the extent arising out of any untrue statement or omission or alleged indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to Ladenburg furnished to the Company in writing by the Manager Ladenburg expressly for use inclusion therein, which information initially consists solely of the information specified in Section 9(e) hereof. This indemnity agreement will be in addition to any liability that the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus Company or the Prospectus (or any amendment or supplement thereto)Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating PartnershipPartnership agree, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Agents, their partners, members, directors, officers, employees, affiliates and agents and each person, if any, who controls the Manager or is under common control with such Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) 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, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the 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, joint or several, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d11(f) below) any such settlement is effected with the written consent of the Company Company, which consent shall not unreasonably be delayed or the Operating Partnershipwithheld; and (iii) to the extent that any such expense is not paid under clause (i) of this Section 11(a), against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Manager any Agent or its agents and attorneys expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless each Underwriter, the Manager directors, officers, partners, employees and agents of any Underwriter and each person, if any, who (i) controls the Manager any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (ii) is controlled by or is under common control with any Underwriter (each individual referred to in clause (i) against and (ii) herein referred to as an “Underwriter Affiliate”) from and against: (1) any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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 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, arising to which the Underwriters, 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 (Statement, the Disclosure Package, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any roadshow materials used in connection with the offer of the Shares, or the Prospectus, or any amendment thereto)or supplement to 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) 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 any untrue statement of, or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus connection with the Directed Share Program, other than losses, claims, damages or the Prospectus liabilities (or any amendment expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light gross negligence of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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 omissionUnderwriter; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, 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 any the extent that such loss, claim, liability, claim, expense or damage arises from the sale of the Shares pursuant to this Agreement and is caused directly or expense to the extent arising out of any untrue statement or omission or alleged indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to any Underwriter and furnished to the Company by in writing through the Manager Representatives expressly for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Registration Statement Prospectus 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 (or collectively referred to herein as the “Underwriter Information”). This indemnity agreement will be in addition to any amendment thereto), or in any Issuer Free Writing Prospectus liability that the Company or the Prospectus (or any amendment or supplement thereto)Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless each Underwriter, the Manager directors, officers, partners, employees and agents of any Underwriter and each person, if any, who (i) controls the Manager any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (ii) is controlled by or is under common control with any Underwriter (each individual referred to in clause (i) against and (ii) herein referred to as an “Underwriter Affiliate”) from and against: any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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 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, arising to which the Underwriters, 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 (Statement, the Disclosure Package, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any roadshow materials used in connection with the offer of the Shares, or the Prospectus, or any amendment thereto)or supplement to 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) 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, 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 any the extent that such loss, claim, liability, claim, expense or damage arises from the sale of the Shares pursuant to this Agreement and is caused directly or expense to the extent arising out of any untrue statement or omission or alleged indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to any Underwriter and furnished to the Company by in writing through the Manager Representatives expressly for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Registration Statement Prospectus 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 (or collectively referred to herein as the “Underwriter Information”). This indemnity agreement will be in addition to any amendment thereto), or in any Issuer Free Writing Prospectus liability that the Company or the Prospectus (or any amendment or supplement thereto)Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and Operating Partnership, on a joint and several basis, agree to indemnify and hold harmless the Manager Barclays and each person, if any, who controls the Manager Barclays within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating PartnershipCompany; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Manager Barclays expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Underwriters, and their respective affiliates, directors, officers, partners, employees and agents and each person, if any, who controls the Manager such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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 5(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, arising to which the Underwriter, 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 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, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 433(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 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from or expense to the extent arising out of any is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information furnished in writing to the Company by the Manager Representatives expressly for use inclusion in the Registration Statement (or any amendment theretoamendment), any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 433(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 Issuer Free Writing Prospectus road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement theretothereof), it being understood and agreed that the only such information furnished by the Representatives as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“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, on a joint jointly and several basisseverally, agree to indemnify and hold harmless the Manager Underwriters, and their respective affiliates, directors, officers, partners, employees and agents and each person, if any, who controls the Manager such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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 5(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, arising to which the Underwriter, 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 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, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 433(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 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from or expense to the extent arising out of any is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information furnished in writing to the Company by the Manager Representatives expressly for use inclusion in the Registration Statement (or any amendment theretoamendment), any Preliminary Prospectus, the Pricing Disclosure Package, any issuer free writing prospectus as defined in Rule 433(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 Issuer Free Writing Prospectus road show not constituting a free writing prospectus, or the Prospectus (or any amendment or supplement theretothereof), it being understood and agreed that the only such information furnished by the Representatives as aforesaid consists of the concession figure appearing in the fifth paragraph and the information appearing in the eleventh, twelfth, thirteenth, and fourteenth paragraphs of the Underwriting section of the Prospectus Supplement (but only insofar as such information concerns the Underwriters) (“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 Operating Partnership, on a joint and several basis, agree to indemnify and hold harmless the Manager and each person, if any, who controls the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating PartnershipCompany; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Manager expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint jointly and several basisseverally, agree to indemnify and hold harmless each Underwriter, the Manager directors, officers, partners, employees and agents of any Underwriter and each person, if any, who (i) controls the Manager any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (iii) is controlled by or is under common control with any Underwriter (“Underwriter Affiliate”) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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 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, arising to which the Underwriters, 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 (Statement, the Disclosure Package, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, or the Prospectus, or any amendment thereto)or supplement to 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) 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from the sale of the Shares pursuant to this Agreement and is caused directly or expense to the extent arising out of any untrue statement or omission or alleged indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to any Underwriter and furnished to the Company by in writing through the Manager Representative expressly for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Registration Statement (or Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information in the eighth through tenth paragraphs and the twelfth paragraph under the caption “Underwriting.” This indemnity agreement will be in addition to any amendment thereto), or in any Issuer Free Writing Prospectus liability that the Company or the Prospectus (or any amendment or supplement thereto)Operating Partnership might otherwise have.

Company and Operating Partnership Indemnification. The Company and the Operating Partnership, on a joint and several basis, Partnership agree to indemnify and hold harmless the Manager Agent, and its respective directors, officers, partners, employees and agents and each person, if any, who (i) controls the Manager such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: Act, or (iii) is controlled by or is under common control with such Agent (an “Agent Affiliate”) from and against any and all losslosses, liabilityclaims, claimliabilities, damage expenses and expense whatsoeverdamages (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, arising 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, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of 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; provided that (subject to Section 9(d) below) any such settlement is effected with the written consent of the Company or the Operating Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of 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, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any the extent that such loss, claim, liability, claim, expense or damage arises from or expense to the extent arising out of any is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information furnished in writing to the Company by or on behalf of the Manager Agent expressly for use inclusion in the Registration Statement (or any amendment theretoamendment), or in any Issuer Free Writing Prospectus including the Rule 430B Information, or the Prospectus (or any amendment or supplement theretothereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the 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.