Common use of INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP Clause in Contracts

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, each an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission SEC and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees“ Indemnitees ,” and each, an “Indemnitee“ Indemnitee ”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and subject to the extent that such indemnification would not be inconsistent with any limitations imposed by the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company Maryland and the Operating Partnership shall not provide for indemnification State of an Indemnitee for any Loss suffered by such IndemniteeDelaware, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company as applicable, and the Operating Partnership, unless only if all of the following conditions are met: (ia) The directors or the Indemnitee has Advisor or its Affiliates have determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest interests of the Company and the Operating Partnership, as applicable; (iib) the Indemnitee was The Advisor or its Affiliates were acting on behalf of, of or performing services for, for the Company or the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor or its Affiliates; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets assets, including insurance proceeds, and not from the its Stockholders. (be) Notwithstanding the foregoingWith respect to losses, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless laws, one or more of the following conditions are met: : (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemniteeparticular indemnitee; or or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission SEC and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation violations of securities laws. (c) In addition. Notwithstanding the foregoing, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is Advisor shall not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnificationindemnification or be held harmless pursuant to this Article XVIII for any activity which the Advisor shall be required to indemnify or hold harmless the Company and the Operating Partnership pursuant to Article XIX.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees directors (collectively, the “Indemnitees,” and each, each an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. In addition, the Company and the Operating Partnership shall indemnify and hold harmless the officers of the Company and the Advisor and its Affiliates from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland or the Articles of Incorporation. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder stockholder acting in such Stockholderstockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees directors (collectively, the “Indemnitees,” and each, each an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ ' fees, subject to the extent such Losses are not fully reimbursed any limitations imposed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, Maryland or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesCompany. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for any Loss loss or liability suffered by such Indemniteethe Advisor and its Affiliates, including their respective officers, directors, partners and employees, nor shall they provide that an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee The Advisor has determined, in good faith, that the course of conduct that which caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee The Advisor was acting on behalf of, of or performing services for, for the Company or and the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s 's net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions are met: (ia) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the IndemniteeAdvisor; (iib) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the IndemniteeAdvisor; or (iiic) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee Advisor and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or and the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s 's or the Operating Partnership’s 's funds to an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the The legal action is initiated by a third party who is not a Stockholder shareholder or the legal action is initiated by a Stockholder shareholder acting in such Stockholder’s his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee the Advisor is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees“ Indemnitees ,” and each, an “Indemnitee“ Indemnitee ”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is not recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have the related claim has been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims related claim against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is ultimately found not to be entitled to indemnificationindemnification in a final, non-appealable judgment of a court if competent jurisdiction.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees directors (collectively, the “Indemnitees,” and each, each an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation Charter or the provisions of Section II.G of the NASAA REIT Guidelines. In addition, the Company and the Operating Partnership shall indemnify and hold harmless the officers of the Company and the Advisor and its Affiliates from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland or the Charter. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder stockholder acting in such Stockholderstockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesIncorporation. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, subject to the extent such Losses are not fully reimbursed any limitations imposed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, Maryland or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesCompany. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for any Loss loss or liability suffered by such Indemniteethe Advisor and its Affiliates, including their respective officers, directors, partners and employees, nor shall they provide that an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee The Advisor has determined, in good faith, that the course of conduct that which caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee The Advisor was acting on behalf of, of or performing services for, for the Company or and the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions are met: (ia) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the IndemniteeAdvisor; (iib) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the IndemniteeAdvisor; or (iiic) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee Advisor and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or and the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the The legal action is initiated by a third party who is not a Stockholder shareholder or the legal action is initiated by a Stockholder shareholder acting in such Stockholder’s his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee the Advisor is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor Advisor, the Sub-advisor and its their Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and subject to the extent that such indemnification would not be inconsistent with any limitations imposed by the laws of the State of New York, Maryland or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesCompany. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for any Loss loss or liability suffered by such Indemniteethe Advisor and its Affiliates, including their respective officers, directors, partners and employees, nor shall they provide that an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee The Advisor has determined, in good faith, that the course of conduct that which caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee The Advisor was acting on behalf of, of or performing services for, for the Company or and the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) its shareholders. Notwithstanding the foregoing, an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions are met: (ia) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the IndemniteeAdvisor; (iib) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the IndemniteeAdvisor; or (iiic) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee Advisor and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or and the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the The legal action is initiated by a third party who is not a Stockholder shareholder or the legal action is initiated by a Stockholder shareholder acting in such Stockholder’s his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee the Advisor is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and subject to the extent that such indemnification would not be inconsistent with any limitations imposed by the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company Maryland and the Operating Partnership shall not provide for indemnification State of an Indemnitee for any Loss suffered by such IndemniteeDelaware, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company as applicable, and the Operating Partnership, unless only if all of the following conditions are met: (ia) The directors or the Indemnitee has Advisor or its Affiliates have determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest interests of the Company and the Operating Partnership, as applicable; (iib) the Indemnitee was The Advisor or its Affiliates were acting on behalf of, of or performing services for, for the Company or the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor or its Affiliates; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets assets, including insurance proceeds, and not from the its Stockholders. (be) Notwithstanding the foregoingWith respect to losses, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless laws, one or more of the following conditions are met: : (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemniteeparticular indemnitee; or or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation violations of securities laws. (c) In addition. Notwithstanding the foregoing, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is Advisor shall not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnificationindemnification or be held harmless pursuant to this Article XVIII for any activity which the Advisor shall be required to indemnify or hold harmless the Company and the Operating Partnership pursuant to Article XIX.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets Net Assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and or the Operating Partnership for any Losses loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission SEC and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership Securities were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s The Company or the Operating Partnership’s funds to an Indemnitee for Partnership may pay or reimburse reasonable legal expenses and other costs incurred as by an Indemnitee in advance of final disposition of a result of any legal action for which indemnification is being sought is permissible proceeding only if all the following conditions are satisfied: if: (i) the legal action proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; ; (ii) the legal action is Indemnitee provides the Company or the Operating Partnership with a written affirmation of the Indenmitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Company or the Operating Partnership as authorized by this Section 21; (iii) the proceeding was initiated by a third party who is not a Stockholder or the legal action is initiated or, if by a Stockholder acting in such Stockholder’s his or her capacity as such and such, a court of competent jurisdiction specifically approves such advancement; and and (iiiiv) the Indemnitee undertakes provides the Company or the Operating Partnership with a written undertaking to repay the advanced funds to amount paid or reimbursed by the Company or the Operating Partnership, together with the applicable legal rate of interest thereoninterest, in cases in which such if it is ultimately determined that the Indemnitee is found did not to be entitled to indemnificationcomply with the requisite standard of conduct.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ ' fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and subject to the extent that such indemnification would not be inconsistent with any limitations imposed by the laws of the State of New York, Maryland or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesCompany. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for any Loss loss or liability suffered by such Indemniteethe Advisor and its Affiliates, including their respective officers, directors, partners and employees, nor shall they provide that an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee The Advisor has determined, in good faith, that the course of conduct that which caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee The Advisor was acting on behalf of, of or performing services for, for the Company or and the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s 's net assets and not from the Stockholders. (b) its shareholders. Notwithstanding the foregoing, an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions are met: (ia) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the IndemniteeAdvisor; (iib) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the IndemniteeAdvisor; or (iiic) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee Advisor and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or and the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s 's or the Operating Partnership’s 's funds to an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the The legal action is initiated by a third party who is not a Stockholder shareholder or the legal action is initiated by a Stockholder shareholder acting in such Stockholder’s his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee the Advisor is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholdersmanagers, other equity holders members and employees (collectively, the “Indemnitees,” and each, each an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation of the Company or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the The Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the The Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the The legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder stockholder acting in such Stockholderstockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the The Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees directors (collectively, the “Indemnitees,” and each, each an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees directors (collectively, the “Indemnitees“ Indemnitees ,” and each, an “Indemnitee“ Indemnitee ”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) a. The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “IndemniteesIndemnitees ,” and each, an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) i. the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) . the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) . such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) . such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) b. Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) i. there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) . such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) . a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority of a jurisdiction in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) c. In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) i. the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) . the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; iii. the Indemnitee provides the Company or the Operating Partnership with a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; and (iii) iv. the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor Advisor, Lincoln and its their respective Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunderhereunder or under any services agreement, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholdersStockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all lossesliabilities, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liabilities, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are is met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves has approved a settlement of the claims against the Indemnitee and finds found that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority of a jurisdiction in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation violations of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for reasonable legal expenses and other costs incurred as in advance of the final disposition of a result of any legal action proceeding for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the Indemnitee provides the Company and the Operating Partnership with a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met; (iii) the legal action is initiated by a third party who is not a Stockholder or or, if the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiiiv) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees directors (collectively, the “"Indemnitees,” " and each, each an “"Indemnitee”"), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ ' fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation Charter or the provisions of Section II.G of the NASAA REIT Guidelines. In addition, the Company and the Operating Partnership shall indemnify and hold harmless the officers of the Company and the Advisor and its Affiliates from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys' fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland or the Charter. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s 's net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission SEC and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s 's or the Operating Partnership’s 's funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder stockholder acting in such Stockholder’s stockholder's capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines, if applicable. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees directors (collectively, the “Indemnitees,” and each, each an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. In addition, the Company and the Operating Partnership shall indemnify and hold harmless the officers of the Company and the Advisor and its Affiliates from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland or the Articles of Incorporation. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder stockholder acting in such Stockholderstockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) a. The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “IndemniteesIndemnitees ,” and each, an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) b. Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority of a jurisdiction in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) c. In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; (iii) the Indemnitee provides the Company or the Operating Partnership with a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; and (iiiiv) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, including without limitation any liabilities, claims, damages or losses arising under any agreements related to an Offering, and related expenses, including reasonable attorneys’ ' fees, subject to the extent such Losses are not fully reimbursed any limitations imposed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, Maryland or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesCompany. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for any Loss loss or liability suffered by such Indemniteethe Advisor and its Affiliates, including their respective officers, directors, partners and employees, nor shall they provide that an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee The Advisor has determined, in good faith, that the course of conduct that which caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee The Advisor was acting on behalf of, of or performing services for, for the Company or and the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s 's net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions are met: (ia) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the IndemniteeAdvisor; (iib) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the IndemniteeAdvisor; or (iiic) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee Advisor and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or and the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s 's or the Operating Partnership’s 's funds to an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the The legal action is initiated by a third party who is not a Stockholder shareholder or the legal action is initiated by a Stockholder shareholder acting in such Stockholder’s his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee the Advisor is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation York or the provisions of Section II.G of the NASAA REIT GuidelinesCharter. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor Service Provider and its Affiliates, as well as their respective officersofficers (and persons serving as officers of the Company at the request of Service Provider or the Board), directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, York or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesIncorporation. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest interests of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services Services for, the Company or the Operating Partnership; (iii) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets Net Assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and or the Operating Partnership for any Losses loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission SEC and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership Securities were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s The Company or the Operating Partnership’s funds to an Indemnitee for Partnership shall pay or reimburse reasonable legal expenses and other costs incurred as by an Indemnitee in advance of final disposition of a result of any legal action for which indemnification is being sought is permissible proceeding only if all the following conditions are satisfied: if: (i) the legal action proceeding relates to acts or omissions with respect to the performance of duties or services Services on behalf of the Company or the Operating Partnership; ; (ii) the legal action is Indemnitee provides the Company or the Operating Partnership with a written affirmation of the Indenmitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Company or the Operating Partnership as authorized by this Section 20; (iii) the proceeding was initiated by a third party who is not a Stockholder or the legal action is initiated or, if by a Stockholder acting in such Stockholder’s his or her capacity as such and such, a court of competent jurisdiction specifically approves such advancement; and and (iiiiv) the Indemnitee undertakes provides the Company or the Operating Partnership with a written undertaking to repay the advanced funds to amount paid or reimbursed by the Company or the Operating Partnership, together with the applicable legal rate of interest thereoninterest, in cases in which such if it is ultimately determined that the Indemnitee is found did not to be entitled to indemnificationcomply with the requisite standard of conduct.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, each an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation of the Company or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the The Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the The Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the The legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder stockholder acting in such Stockholderstockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the The Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is not recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have the related claim has been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims related claim against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is ultimately found not to be entitled to indemnificationindemnification in a final, non-appealable judgment of a court if competent jurisdiction.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholdersmanagers, other equity holders members and employees (collectively, the “Indemnitees,” and each, each an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation of the Company or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the The Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the The Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the The legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder stockholder acting in such Stockholderstockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the The Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, including without limitation any liabilities, claims, damages or losses arising under any agreements related to an Offering, and related expenses, including reasonable attorneys’ ' fees, subject to the extent such Losses are not fully reimbursed any limitations imposed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, Maryland or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesCompany. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for any Loss loss or liability suffered by such Indemniteethe Advisor and its Affiliates, including their respective officers, directors, partners and employees, nor shall they provide that an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee The Advisor has determined, in good faith, that the course of conduct that which caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee The Advisor was acting on behalf of, of or performing services for, for the Company or and the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s 's net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions are met: (ia) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the IndemniteeAdvisor; (iib) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the IndemniteeAdvisor; or (iiic) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee Advisor and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which ​ securities of the Company or and the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s 's or the Operating Partnership’s 's funds to an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (id) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iie) the The legal action is initiated by a third party who is not a Stockholder shareholder or the legal action is initiated by a Stockholder shareholder acting in such Stockholder’s his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiif) the Indemnitee The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee the Advisor is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, York or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesIncorporation. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets Net Assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and or the Operating Partnership for any Losses loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission SEC and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership Securities were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s The Company or the Operating Partnership’s funds to an Indemnitee for Partnership may pay or reimburse reasonable legal expenses and other costs incurred as by an Indemnitee in advance of final disposition of a result of any legal action for which indemnification is being sought is permissible proceeding only if all the following conditions are satisfied: if: (i) the legal action proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; ; (ii) the legal action is Indemnitee provides the Company or the Operating Partnership with a written affirmation of the Indenmitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Company or the Operating Partnership as authorized by this Section 21; (iii) the proceeding was initiated by a third party who is not a Stockholder or the legal action is initiated or, if by a Stockholder acting in such Stockholder’s his or her capacity as such and such, a court of competent jurisdiction specifically approves such advancement; and and (iiiiv) the Indemnitee undertakes provides the Company or the Operating Partnership with a written undertaking to repay the advanced funds to amount paid or reimbursed by the Company or the Operating Partnership, together with the applicable legal rate of interest thereoninterest, in cases in which such if it is ultimately determined that the Indemnitee is found did not to be entitled to indemnificationcomply with the requisite standard of conduct.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees directors (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees directors (collectively, the “IndemniteesIndemnitees ,” and each, each an “IndemniteeIndemnitee ”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ ' fees, subject to the extent such Losses are not fully reimbursed any limitations imposed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, Maryland or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesCompany. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for any Loss loss or liability suffered by such Indemniteethe Advisor and its Affiliates, including their respective officers, directors, partners and employees, nor shall they provide that an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee The Advisor has determined, in good faith, that the course of conduct that which caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee The Advisor was acting on behalf of, of or performing services for, for the Company or and the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s 's net assets and not from the Stockholders. (b) . ​ Notwithstanding the foregoing, an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions are met: (ia) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the IndemniteeAdvisor; (iib) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the IndemniteeAdvisor; or (iiic) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee Advisor and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or and the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s 's or the Operating Partnership’s 's funds to an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the The legal action is initiated by a third party who is not a Stockholder shareholder or the legal action is initiated by a Stockholder shareholder acting in such Stockholder’s his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee the Advisor is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees directors (collectively, the “Indemnitees,” and each, each an “Indemnitee”), from and against all lossesliability, claims, damagesdamages or losses resulting or arising from, losses, joint or several, expenses related to (including reasonable attorneys’ fees i) any facts or circumstances existing on or prior to the date of the execution of this Agreement or the entry into this Agreement and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”ii) arising in the performance of their the Advisor duties and obligations hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New YorkMaryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such IndemniteeIndemnitee pursuant to clause (ii) above, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought pursuant to clause (ii) above is permissible only if all of the following conditions are satisfied: (ia) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, including without limitation any liabilities, claims, damages or losses arising under any agreements related to an Offering, and related expenses, including reasonable attorneys’ ' fees, subject to the extent such Losses are not fully reimbursed any limitations imposed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, Maryland or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesCompany. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for any Loss loss or liability suffered by such Indemniteethe Advisor and its Affiliates, including their respective officers, directors, partners and employees, nor shall they provide that an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee The Advisor has determined, in good faith, that the course of conduct that which caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee The Advisor was acting on behalf of, of or performing services for, for the Company or and the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s 's net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions are met: (ia) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the IndemniteeAdvisor; (iib) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the IndemniteeAdvisor; or (iiic) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee Advisor and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or and the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s 's or the Operating Partnership’s 's funds to an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (id) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iie) the The legal action is initiated by a third party who is not a Stockholder shareholder or the legal action is initiated by a Stockholder shareholder acting in such Stockholder’s his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiif) the Indemnitee The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee the Advisor is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ ' fees, subject to the extent such Losses are not fully reimbursed any limitations imposed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, Maryland or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesCompany. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for any Loss loss or liability suffered by such Indemniteethe Advisor and its Affiliates, including their respective officers, directors, partners and employees, nor shall they provide that an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee The Advisor has determined, in good faith, that the course of conduct that which caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee The Advisor was acting on behalf of, of or performing services for, for the Company or and the Operating Partnership; (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s 's net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions are met: (ie) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the IndemniteeAdvisor; (iif) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the IndemniteeAdvisor; or (iiig) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee Advisor and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or and the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s 's or the Operating Partnership’s 's funds to an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ih) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iii) the The legal action is initiated by a third party who is not a Stockholder shareholder or the legal action is initiated by a Stockholder shareholder acting in such Stockholder’s his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiij) the Indemnitee The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee the Advisor is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “IndemniteesIndemnitees ,” and each, an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, York or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesIncorporation. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss liability or loss was not the result of the Indemnitee’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or willful misconduct by the Indemniteereckless disregard of its duties; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the U.S. Securities and Exchange Commission and of the published position of any state securities regulatory authority of a jurisdiction in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; (iii) the Indemnitee provides the Company or the Operating Partnership with a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; and (iiiiv) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders partners and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”)employees, from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ ' fees, subject to the extent such Losses are not fully reimbursed any limitations imposed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, Maryland or the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT GuidelinesCompany. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for any Loss loss or liability suffered by such Indemniteethe Advisor and its Affiliates, including their respective officers, directors, partners and employees, nor shall they provide that an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee The Advisor has determined, in good faith, that the course of conduct that which caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee The Advisor was acting on behalf of, of or performing services for, for the Company or and the Operating Partnership;; ​ (iiic) such Loss Such liability or loss was not the result of negligence or willful misconduct by the IndemniteeAdvisor; and (ivd) such Such indemnification or agreement to hold harmless is recoverable only out of the Company’s 's net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, unless one or more of the following conditions are met: (ie) there There has been a successful adjudication on the merits of each count involving alleged securities law violations as to the IndemniteeAdvisor; (iif) such Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the IndemniteeAdvisor; or (iiig) a A court of competent jurisdiction approves a settlement of the claims against the Indemnitee Advisor and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or and the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s 's or the Operating Partnership’s 's funds to an Indemnitee the Advisor and its Affiliates, including their respective officers, directors, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ih) the The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iii) the The legal action is initiated by a third party who is not a Stockholder shareholder or the legal action is initiated by a Stockholder shareholder acting in such Stockholder’s his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiij) the Indemnitee The Advisor undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee the Advisor is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Corporate Governance Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the EAST\145845657.2 request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as including their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees directors (collectively, the “IndemniteesIndemnitees ,” and each, an “Indemnitee”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met: (ia) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (iib) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iiic) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (ivd) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) . Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (ia) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (iib) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iiic) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) . In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (ia) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (iib) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iiic) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. (a) The Company and the Operating Partnership, jointly and severally, Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees“ Indemnitees ,” and each, an “IndemniteeIndemnitee ”), from and against all lossesliability, claims, damages, losses, joint damages or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such Losses liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss loss or liability suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss liability or loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.