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

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Sales Agent, the Forward Seller and the Forward Purchaser and their respective affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) against any and all losses, claims, damages, liabilities or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Content.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the Sales Agent, the Forward Seller and the Forward Purchaser and their respective its affiliates (as such term is defined in Rule 405), and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment thereto), including any information deemed to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment be a part thereof or supplement theretopursuant to Rule 430B, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of any offering of Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentInformation).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the Sales Agent, the Forward Seller its officers, directors, employees and the Forward Purchaser and their respective affiliates agents, and each personPerson, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: , together with each such Person’s respective officers, directors, employees and agents (i) collectively, the “Controlling Persons”), from and against any and all losses, claims, damagesdamages or liabilities, liabilities and any action or expenses whatsoever (“Losses”), joint or severalproceeding in respect thereof, to which they or the Agent, its officers, directors, employees and agents, and any of them such Controlling Person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus or in any other prospectus relating to the Common Shares, or any amendment to the Registration Statementor supplement thereto, any preliminary prospectus, the Prospectus, prospectus or any Issuer Free Writing Prospectus or in any amendment thereof “issuer information” filed or supplement theretorequired to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of of, or are based upon the upon, any omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out (in the case of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission any preliminary prospectus, or alleged omission therefrom of a material fact necessary in order to make the statements thereinany Issuer Free Writing Prospectus, in the light of the circumstances under in which they were made, ) not misleading; (ii) against any and all Losses, except insofar as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission same are made in reliance upon and in conformity with information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by the Agent Contentexpressly for use therein, and the Company and the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreeswill, jointly and severally, to indemnify and hold harmless the Sales Agenteach Underwriter, the Forward Seller and the Forward Purchaser and their respective its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: Act (i) each, an “Indemnified Party”), against any and all losses, claims, damages, liabilities damages or expenses whatsoever (“Losses”)liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement or in at any amendment to the Registration Statementtime, any preliminary prospectusStatutory Prospectus as of any time, the Final Prospectus, any an Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, the General Disclosure Package or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the other expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred by such Indemnified Party in investigating, preparing connection with investigating or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any governmental agency or bodyof the above as such expenses are incurred; provided, commenced or threatenedhowever, or any claim whatsoever based upon that the Company and the Operating Partnership will not be liable in any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising liability arises out of any or is based upon an untrue statement or alleged untrue statement, in or omission or alleged untrue statement or omission made from any of such documents, in reliance upon and in conformity with written information furnished to the Agent ContentCompany by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreeswill, jointly and severally, to indemnify and hold harmless the Sales Agenteach Underwriter, the Forward Seller and the Forward Purchaser and their respective its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: Act (i) each, an “Indemnified Party”), against any and all losses, claims, damages, liabilities damages or expenses whatsoever (“Losses”)liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement or in at any amendment to the Registration Statementtime, any preliminary prospectusStatutory Prospectus as of any time, the Prospectus, Final Prospectus or any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoProspectus, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that neither the Company nor the Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom from any of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made documents in reliance upon and in conformity with written information furnished to the Agent ContentCompany by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreeswill, jointly and severally, to indemnify and hold harmless the Sales Agenteach Underwriter, the Forward Seller and the Forward Purchaser and their respective its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: Act (i) each, an “Indemnified Party”), against any and all losses, claims, damages, liabilities damages or expenses whatsoever (“Losses”)liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement or in at any amendment to the Registration Statementtime, any preliminary prospectusStatutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretothe General Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that neither the Company nor the Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom from any of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made documents in reliance upon and in conformity with written information furnished to the Agent ContentCompany by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesagrees to indemnify, jointly and severally, to indemnify defend and hold harmless the Sales Agent, the Forward Seller each Placement Agent and the Forward Purchaser and their respective affiliates and each person, if any, any person who controls the Sales Agent, the Forward Seller and the Forward Purchaser such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) , from and against any and all lossesloss, claimsexpense, damagesliability, liabilities damage or expenses whatsoever claim (“Losses”)including the reasonable cost of investigation) which, joint jointly or severalseverally, to which they such Placement Agent or any of them controlling person may become subject incur under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (loss, expense, liability, damage or actions in respect thereof) arise claim arises out of or are is based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectusthereof), any Issuer Free Writing Prospectus that the Company has filed or in was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (orin any such Registration Statement, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements made therein not misleading, or arising out of (3) any untrue statement omission or alleged untrue statement of a material fact included in omission from any such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; ; except, in the case of each of clauses (ii1), (2) against any and all Losses(3), insofar as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omissionloss, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any lossexpense, liability, claim, damage or expense to the extent arising claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged untrue statement omission of a material fact required to be stated therein or omission necessary to make the statements therein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each such case, made in reliance upon and in conformity with information relating to such Placement Agent and furnished in writing by such Placement Agent to the Company expressly stating that such information is intended for inclusion in any document described in clause (a)(1) above. The statements set forth in the first sentence of the eighth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement (to the extent such statements relate to such Placement Agent) constitute the only information furnished by or on behalf of such Placement Agent Contentto the Company for the purposes of Sections 5(a)(1) and 5(a)(4) and this Section 10. The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against such Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), such Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action (enclosing a copy of all papers served), and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. Such Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, as the case may be, in connection with the defense of such action, or the Company and the Operating Partnership shall not have employed counsel reasonably satisfactory to such Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case the Company and the Operating Partnership shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and the Operating Partnership and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for such Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any settlement of any such claim or action effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreeswill, jointly and severally, to indemnify and hold harmless the Sales Agenteach Underwriter, the Forward Seller and the Forward Purchaser and their respective its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: Act (i) each, an “Indemnified Party”), against any and all losses, claims, damages, liabilities damages or expenses whatsoever (“Losses”)liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement or in at any amendment to the Registration Statementtime, any preliminary prospectusStatutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretothe General Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that neither the Company nor the Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom from any of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made documents in reliance upon and in conformity with written information furnished to the Agent ContentCompany by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless the Sales Agent, the Forward Seller Placement Agent and the Forward Purchaser and their respective affiliates and each person, if any, any person who controls the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) , from and against any and all lossesloss, claimsexpense, damagesliability, liabilities damage or expenses whatsoever claim (“Losses”)including the reasonable cost of investigation) which, joint jointly or severalseverally, to which they the Placement Agent or any of them controlling person may become subject incur under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (loss, expense, liability, damage or actions in respect thereof) arise claim arises out of or are is based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectusthereof), any Issuer Free Writing Prospectus that the Company has filed or in was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (orin any such Registration Statement, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements made therein not misleading, or arising out of (3) any untrue statement omission or alleged untrue statement of a material fact included in omission from any such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; ; except, in the case of each of clauses (ii1), (2) against and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus and all Lossesany Issuer Free Writing Prospectus, as incurredin the light of the circumstances under which they were made) not misleading, in each such case, to the extent contained in and in conformity with information furnished in writing by the Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company or the Operating Partnership, as the case may be, in writing of the aggregate amount paid in settlement institution of any litigationsuch action, and the Company or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoeverOperating Partnership, as incurred (the case may be, shall if it so elects, assume the defense of such action, including the reasonable fees and disbursements employment of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company or the Operating Partnership, as the case may be, will not apply to relieve the Company or the Operating Partnership of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, as the case may be, in connection with the defense of such action, or the Company or the Operating Partnership, as the case may be, shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case neither the Company nor the Operating Partnership shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company or the Operating Partnership, as the case may be, and paid as incurred (it being understood, however, that neither the Company nor the Operating Partnership shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any settlement of any untrue statement such claim or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Contentaction effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the Sales Agenteach Agent and each Forward Purchaser, the Forward Seller and the Forward Purchaser and each of their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each an “Affiliate”)), each of their respective selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the such Agent or Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and any director, officer, employee or affiliate thereof as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus issuer free writing prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales such Agent and the or Forward Seller)Purchaser, as applicable) reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Agent Contentor Forward Purchaser, as the case may be, expressly for use in the Registration Statement (or any amendment thereto), or in any issuer free writing prospectus or the Prospectus (or any amendment or supplement thereto).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless BMO Capital Markets, its affiliates (as such term is defined in Rule 501(b) of the Sales AgentSecurities Act), the Forward Seller members, partners, directors and the Forward Purchaser and their respective affiliates officers and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser BMO Capital Markets within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, a “roadshow,” as defined in Rule 433 under the Securities Act, not constituting an Issuer Free Writing Prospectus, used in connection with the marketing of any offering of Securities, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerBMO Capital Markets), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by BMO Capital Markets expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). For purposes of this Agreement, the only information so furnished is the BMO Capital Markets Information.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the Sales Agent, the Forward Seller and Seller, the Forward Purchaser and their respective affiliates officers, directors, employees and agents, and each personPerson, if any, who controls the Sales Agent, the Forward Seller and or the Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: , together with each such Person’s respective officers, directors, employees and agents (i) collectively, the “Controlling Persons”), and each affiliate of the Agent, the Forward Seller and the Forward Purchaser (within the meaning of Rule 405 under the Securities Act), from and against any and all losses, claims, damagesdamages or liabilities (including, liabilities without limitation, any legal or other expenses whatsoever (“Losses”reasonably incurred in connection with defending or investigating any such action or claim), joint and any action or severalproceeding in respect thereof, to which they or the Agent, the Forward Seller, the Forward Purchaser, and their respective officers, directors, employees and agents, and any of them such Controlling Person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus or in any other prospectus relating to the Shares, or any amendment to the Registration Statementor supplement thereto, any preliminary prospectus, the Prospectus, prospectus or any Issuer Free Writing Prospectus or in any amendment thereof “issuer information” filed or supplement theretorequired to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of of, or are based upon the upon, any omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out (in the case of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission any preliminary prospectus, or alleged omission therefrom of a material fact necessary any Issuer Free Writing Prospectus in order to make the statements therein, in the light of the circumstances under in which they were made, ) not misleading; (ii) against any and all Losses, except insofar as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission same are made in reliance upon and in conformity with information related to the Agent ContentAgent, the Forward Seller and the Forward Purchaser or their plan of distribution furnished in writing to the Company by the Agent, the Forward Seller and the Forward Purchaser expressly for use therein, and the Company and the Operating Partnership shall reimburse the Agent, the Forward Seller and the Forward Purchaser, their respective officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesagree, jointly and severally, to indemnify and hold harmless Bxxxx, its affiliates (as such term is defined in Rule 501(b) under the Sales Agent1933 Act (each, the Forward Seller and the Forward Purchaser and their respective affiliates an “Affiliate”)), its selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Bxxxx within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i1) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentation made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom in any Issuer Free Writing Prospectus, the Prospectus or in Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) belowhereof) any such settlement is effected with the written consent of the Company; and (iii3) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of one counsel chosen by the Sales Agent and the Forward SellerBxxxx), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, ; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent ContentContent (as defined below).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesagree, jointly and severally, to indemnify and hold harmless Rxxxxxx Jxxxx, its affiliates (as such term is defined in Rule 501(b) under the Sales Agent1933 Act (each, the Forward Seller and the Forward Purchaser and their respective affiliates an “Affiliate”)), its selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Rxxxxxx Jxxxx within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i1) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentation made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom in any Issuer Free Writing Prospectus, the Prospectus or in Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) belowhereof) any such settlement is effected with the written consent of the Company; and (iii3) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of one counsel chosen by the Sales Agent and the Forward SellerRxxxxxx Jxxxx ), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, ; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent ContentContent (as defined below).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesPartnership, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the Sales Agent1933 Act (each, the Forward Seller and the Forward Purchaser and their respective affiliates an “Affiliate”)), its selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser such Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expense whatsoever, as incurred, arising in whole or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise part out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (B) any breach of any representation, warranty or covenant of each of the Company and the Operating Partnership contained herein; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above; provided that (subject to Section 11(d6(e) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentUnderwriter Information. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the each Sales Agent, the Forward Seller and the Forward Purchaser Agent and their respective affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) against any and all losses, claims, damages, liabilities or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerAgents), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Content.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless Xxxxx Fargo Securities, its affiliates (as such term is defined in Rule 501(b) of the Sales AgentSecurities Act), the Forward Seller members, partners, directors and the Forward Purchaser and their respective affiliates officers and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, a “roadshow,” as defined in Rule 433 under the Securities Act, not constituting an Issuer Free Writing Prospectus, used in connection with the marketing of any offering of Securities, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerXxxxx Fargo Securities), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by Xxxxx Fargo Securities expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). For purposes of this Agreement, the only information so furnished is the Xxxxx Fargo Securities Information.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesagree, jointly and severally, to indemnify and hold harmless B. Xxxxx, its affiliates (as such term is defined in Rule 501(b) under the Sales Agent1933 Act (each, the Forward Seller and the Forward Purchaser and their respective affiliates an “Affiliate”)), its selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser B. Xxxxx within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i1) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentation made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom in any Issuer Free Writing Prospectus, the Prospectus or in Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) belowhereof) any such settlement is effected with the written consent of the Company; and (iii3) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of one counsel chosen by the Sales Agent and the Forward SellerB. Xxxxx), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, ; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent ContentContent (as defined below).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless Xxxxx, its affiliates (as such term is defined in Rule 501(b) of the Sales AgentSecurities Act), the Forward Seller members, partners, directors and the Forward Purchaser and their respective affiliates officers and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, a “roadshow,” as defined in Rule 433 under the Securities Act, not constituting an Issuer Free Writing Prospectus, used in connection with the marketing of any offering of Securities, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerXxxxx), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). For purposes of this Agreement, the only information so furnished is the Xxxxx Information.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless Ladenburg, its affiliates (as such term is defined in Rule 501(b) of the Sales AgentSecurities Act), the Forward Seller members, partners, directors and the Forward Purchaser and their respective affiliates officers and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, a “roadshow,” as defined in Rule 433 under the Securities Act, not constituting an Issuer Free Writing Prospectus, used in connection with the marketing of any offering of Securities, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerLadenburg), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by Ladenburg expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). For purposes of this Agreement, the only information so furnished is the Ladenburg Information.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesagree, jointly and severally, to indemnify and hold harmless Jxxxxx, its affiliates (as such term is defined in Rule 501(b) under the Sales Agent1933 Act (each, the Forward Seller and the Forward Purchaser and their respective affiliates an “Affiliate”)), its selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Jxxxxx within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i1) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentation made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom in any Issuer Free Writing Prospectus, the Prospectus or in Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) belowhereof) any such settlement is effected with the written consent of the Company; and (iii3) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of one counsel chosen by the Sales Agent and the Forward SellerJanney), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, ; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent ContentContent (as defined below).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless Xxxxxxxxxx Securities, its affiliates (as such term is defined in Rule 501(b) of the Sales AgentSecurities Act), the Forward Seller members, partners, directors and the Forward Purchaser and their respective affiliates officers and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxxxxx Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, a “roadshow,” as defined in Rule 433 under the Securities Act, not constituting an Issuer Free Writing Prospectus, used in connection with the marketing of any offering of Securities, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerXxxxxxxxxx Securities), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by Xxxxxxxxxx Securities expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). For purposes of this Agreement, the only information so furnished is the Xxxxxxxxxx Securities Information.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesagree, jointly and severally, to indemnify and hold harmless Jefferies, its affiliates (as such term is defined in Rule 501(b) under the Sales Agent1933 Act (each, the Forward Seller and the Forward Purchaser and their respective affiliates an “Affiliate”)), its selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Jefferies within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i1) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentation made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom in any Issuer Free Writing Prospectus, the Prospectus or in Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) belowhereof) any such settlement is effected with the written consent of the Company; and (iii3) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of one counsel chosen by the Sales Agent and the Forward SellerJefferies), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, ; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent ContentContent (as defined below).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless the Sales Agent, the Forward Seller Placement Agent and the Forward Purchaser and their respective affiliates and each person, if any, any person who controls the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) , from and against any and all lossesloss, claimsexpense, damagesliability, liabilities damage or expenses whatsoever claim (“Losses”)including the reasonable cost of investigation) which, joint jointly or severalseverally, to which they the Placement Agent or any of them controlling person may become subject incur under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (loss, expense, liability, damage or actions in respect thereof) arise claim arises out of or are is based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectusthereof), any Issuer Free Writing Prospectus that the Company has filed or in was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (orin any such Registration Statement, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements made therein not misleading, or arising out of (3) any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom from any such Issuer Free Writing Prospectus, when considered together with the Prospectus, or Prospectus of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; ; except, in the case of each of clauses (ii1), (2) against and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus and all Lossesany Issuer Free Writing Prospectus, as incurredin the light of the circumstances under which they were made) not misleading, in each such case, to the extent contained in and in conformity with information furnished in writing by the Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company or the Operating Partnership, as the case may be, in writing of the aggregate amount paid in settlement institution of any litigationsuch action, and the Company or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoeverOperating Partnership, as incurred (the case may be, shall if it so elects, assume the defense of such action, including the reasonable fees and disbursements employment of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company or the Operating Partnership, as the case may be, will not apply to relieve the Company or the Operating Partnership of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, as the case may be, in connection with the defense of such action, or the Company or the Operating Partnership, as the case may be, shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case neither the Company nor the Operating Partnership shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company or the Operating Partnership, as the case may be, and paid as incurred (it being understood, however, that neither the Company nor the Operating Partnership shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any settlement of any untrue statement such claim or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Contentaction effected without its written consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Sales Agent, the Forward Seller and the Forward Purchaser Agent and their respective affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) against any and all losses, claims, damages, liabilities or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Content.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesPartnership, jointly and severally, agrees to indemnify and hold harmless the Sales AgentUnderwriter, its affiliates (as such term is defined in Rule 501(b) under the Forward Seller and the Forward Purchaser and their respective affiliates 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expense whatsoever, as incurred, arising in whole or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise part out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (B) any breach of any representation, warranty or covenant of each of the Company and the Operating Partnership contained herein; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above; provided that (subject to Section 11(d6(e) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerUnderwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), which information is set forth in Section 1(a)(1) hereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesPartnership, jointly and severally, agrees to indemnify and hold harmless the Sales AgentUnderwriters, the Forward Seller and the Forward Purchaser and their respective affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), their respective selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser an Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expense whatsoever, as incurred, arising in whole or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise part out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (B) any breach of any representation, warranty or covenant of each of the Company and the Operating Partnership contained herein; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above; provided that (subject to Section 11(d6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentUnderwriter Information. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Sales Placement Agent, its affiliates (as such term is defined in Rule 501(b) of the Forward Seller Securities Act), members, partners, directors and the Forward Purchaser and their respective affiliates officers and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, a “roadshow,” as defined in Rule 433 under the Securities Act, not constituting an Issuer Free Writing Prospectus, used in connection with the marketing of any offering of Securities, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerPlacement Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Placement Agent Contentexpressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). For purposes of this Agreement, the only information so furnished is the Placement Agent Information.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Sales each Agent, the each Forward Seller and the each Forward Purchaser and Purchaser, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), their respective selling agents and each person, if any, who controls the a Sales Agent, the a Forward Seller and the or a Forward Purchaser Purchaser, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) , against any and all losses, claims, damages, liabilities damages or expenses whatsoever (“Losses”)liabilities, joint or several, to which they the Sales Agents, the Forward Sellers or any of them the Forward Purchasers may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Registration Statement or in any amendment to (including the Registration Statement, any preliminary prospectusRule 430B Information), the Prospectus, as amended or supplemented, or any Issuer Free Writing Prospectus other prospectus relating to the Securities, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, and will reimburse the Sales Agents, the Forward Sellers and the Forward Purchasers for any legal or arising other expenses reasonably incurred by such Sales Agent, such Forward Seller or such Forward Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the Operating Partnership shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or actions in respect thereof) arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included or omission or alleged omission made in any Issuer Free Writing Prospectus or Prospectus, the Prospectus (or any amendment or supplement thereto)Registration Statement, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all LossesProspectus, as incurred, to the extent of the aggregate amount paid in settlement of any litigationamended or supplemented, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omissionother prospectus relating to the Securities, or any such alleged untrue statement amendment or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made supplement in reliance upon and in conformity with written information furnished to the Company by a Sales Agent Contentor a Forward Seller expressly for use in the Prospectus, as amended or supplemented, relating to such Securities.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesPartnership, jointly and severally, agrees to indemnify and hold harmless the Sales AgentUnderwriters, the Forward Seller and the Forward Purchaser and their respective affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), their respective selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser an Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i1) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expense whatsoever, as incurred, arising in whole or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise part out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (B) any breach of any representation, warranty or covenant of each of the Company and the Operating Partnership contained herein; (ii2) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above; provided that (subject to Section 11(d6(d) below) any such settlement is effected with the written consent of the Company; and (iii3) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerUnderwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentUnderwriter Information. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless JMP Securities, its affiliates (as such term is defined in Rule 501(b) of the Sales AgentSecurities Act), the Forward Seller members, partners, directors and the Forward Purchaser and their respective affiliates officers and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser JMP Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, a “roadshow,” as defined in Rule 433 under the Securities Act, not constituting an Issuer Free Writing Prospectus, used in connection with the marketing of any offering of Securities, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerJMP Securities), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by JMP Securities expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto). For purposes of this Agreement, the only information so furnished is the JMP Securities Information.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesPartnership, jointly and severally, agrees to indemnify and hold harmless the Sales Agent, the Forward Seller and the Forward Purchaser and their respective affiliates each Underwriter and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities, as originally filed or any amendment thereof, or any related preliminary prospectus or the Prospectus, or in any supplement thereto or amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of (ii) any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus the supplement or prospectus wrapper material distributed in connection with the Prospectus (or any amendment or supplement thereto)reservation and sale of the Directed Shares to officers and directors of the Company, officers and employees of the Manager and their families, and other persons associated with the Company, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, when considered in conjunction with the light of the circumstances under which they were madeProspectus or preliminary prospectus, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d6(f) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerWachovia), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by any Underwriter through Wachovia expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that this indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any such amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if such is required by the 1933 Act or the 1933 Act Regulations, at or prior to the written confirmation of the sale of such Securities to such person and if the Prospectus (as so amended or supplemented, if applicable) would have corrected the defect giving rise to such loss, liability, claim, damage or expense.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the each Sales AgentAgent and Forward Purchaser, the Forward Seller and the Forward Purchaser and their respective its affiliates (as such term is defined in Rule 405), and each person, if any, who controls the Sales Agent, the Agents and Forward Seller and the Forward Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment thereto), including any information deemed to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment be a part thereof or supplement theretopursuant to Rule 430B, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of any offering of Placement Securities, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent Agents and the Forward SellerPurchasers), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentInformation).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Sales Agent, the Forward Seller Xxxxx Fargo Securities and the Forward Purchaser and their respective its affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) against any and all losses, claims, damages, liabilities or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerXxxxx Fargo Securities), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Content.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the Sales AgentRBC, the Forward Seller and the Forward Purchaser and their respective its affiliates (as such term is defined in Rule 405), and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser RBC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment thereto), including any information deemed to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment be a part thereof or supplement theretopursuant to Rule 430B, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of any offering of Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerRBC), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentInformation).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreeswill, jointly and severally, to indemnify and hold harmless the Sales Agenteach Underwriter, the Forward Seller and the Forward Purchaser and their respective its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: Act (i) each, an “Indemnified Party”), against any and all losses, claims, damages, liabilities damages or expenses whatsoever (“Losses”)liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Securities Act, the Exchange Act or Act, other federal Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising that arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact included contained in any Statutory Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus Prospectus, or the Prospectus (or any amendment or supplement thereto)General Disclosure Package, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against , and will reimburse each Indemnified Party for any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, legal or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the other expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred by such Indemnified Party in investigating, preparing connection with investigating or defending against any loss, claim, damage, liability, action, litigation, or any investigation or proceeding by whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any governmental agency or bodyof the above as such expenses are incurred; provided, commenced or threatenedhowever, or any claim whatsoever based upon that the Company and the Operating Partnership will not be liable in any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising liability arises out of any or is based upon an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance upon and in conformity with written information furnished to the Agent ContentCompany by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Sales Agent, the Forward Seller and the Forward Purchaser and their respective affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) against any and all losses, claims, damages, liabilities or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Content.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreeswill, jointly and severally, to indemnify and hold harmless the Sales Agentharmless, the Forward Seller and the Forward Purchaser each Stockholder, its Affiliates, and their respective affiliates officers, directors, members, employees, representatives and agents, successors and assigns, and each personother Person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Stockholder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of (each, a “Holder Indemnitee” and collectively, the Exchange Act: (i) “Holder Indemnitees”), from and against any and all losses, claims, damages, liabilities damages or expenses whatsoever (“Losses”)liabilities, joint or several, and expenses (including attorneys’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened, and the costs of enforcement thereof) to which they or any of them may become subject under the Securities Act, the Exchange 1933 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (A) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement or in any amendment to the Registration Statement, any preliminary prospectusProspectus or final Prospectus contained therein, the Prospectusor any amendment or supplement thereof, or any Issuer Free Writing Prospectus Prospectus, or any amendment or supplement thereof, or any “road show” as defined in Rule 433 under the 1933 Act or any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any amendment thereof state or supplement thereto, other jurisdiction in order to qualify any or arise out all of or are based upon the Registrable Securities under the securities laws thereof; (B) any omission or alleged omission to state therein in any Registration Statement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or any Issuer Free Writing Prospectus, or any amendment or supplement thereof, or any “road show” as defined in Rule 433 of the 1933 Act a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading; (C) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (D) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification; provided, however, that the Company and the Operating Partnership will not be liable in any such case if and to the extent that any such loss, claim, damage or arising liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of made in conformity with information regarding a material fact necessary Holder Indemnitee furnished by any Holder Indemnitee in order to make the statements thereinwriting specifically for use in such Registration Statement or Prospectus, or in the light case of an occurrence of an Allowed Delay or of an event of the circumstances under which they were madetype specified in Section 4(k), not misleading; (ii) against any the use by such Holder Indemnitee of an outdated or defective Prospectus after such Holder Indemnitee has received actual notice from the Company that the Prospectus is outdated or defective and all Losses, as incurred, prior to the extent receipt by each Stockholder of the aggregate amount paid in settlement of any litigationan amended or supplemented Prospectus, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees but only if and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any following the receipt of such expense is not paid under clause (i) amended or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to supplemented Prospectus the extent arising out of any untrue statement misstatement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Contentgiving rise to such liability would have been corrected.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless the Sales Agent, the Forward Seller Placement Agent and the Forward Purchaser and their respective affiliates and each person, if any, any person who controls the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) , from and against any loss, expense, liability, damage or claim (including reasonable attorneys fees, the reasonable cost of investigation and all lossesthe reasonable costs and expenses of enforcing this indemnity) which, claimsjointly or severally, damages, liabilities or expenses whatsoever (“Losses”), joint or several, to which they the Placement Agent or any of them controlling person may become subject incur under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (loss, expense, liability, damage or actions in respect thereof) arise claim arises out of or are is based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectusthereof), any Issuer Free Writing Prospectus that the Company has filed or in was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (orin any such Registration Statement, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements made therein not misleading, or arising out of (3) any untrue statement omission or alleged untrue statement of a material fact included in omission from any such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; ; except, in the case of each of clauses (ii1), (2) against and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus and all Lossesany Issuer Free Writing Prospectus, as incurredin the light of the circumstances under which they were made) not misleading, in each such case, to the extent contained in and in conformity with information furnished in writing by the Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company or the Operating Partnership, as the case may be, in writing of the aggregate amount paid in settlement institution of any litigationsuch action, and the Company or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoeverOperating Partnership, as incurred (the case may be, shall if it so elects, assume the defense of such action, including the reasonable fees and disbursements employment of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company or the Operating Partnership, as the case may be, will not apply to relieve the Company or the Operating Partnership of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, as the case may be, in connection with the defense of such action, or the Company or the Operating Partnership, as the case may be, shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case neither the Company nor the Operating Partnership shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company or the Operating Partnership, as the case may be, and paid as incurred (it being understood, however, that neither the Company nor the Operating Partnership shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any settlement of any untrue statement such claim or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Contentaction effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless each Holder, each Person, if any, who participates as an underwriter in the Sales Agentoffering or sale of Eligible Securities hereunder, the Forward Seller each officer and the Forward Purchaser director of such Holder and their respective affiliates underwriter, and each personPerson, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser any Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act:as follows; (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included contained in any Issuer Free Writing Prospectus or the Prospectus Registration Statement (or any amendment or supplement thereto)) pursuant to which Eligible Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any , if such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Sellercounsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause subparagraph (i) or (ii) above; PROVIDED, provided, howeverHOWEVER, that the indemnity provided pursuant to this indemnity agreement shall Section 6.1(a) does not apply to any Holder or underwriter with respect to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany or the Operating Partnership by such Holder expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the each Sales Agent, the Forward Seller and the Forward Purchaser and their respective its affiliates (as such term is defined in Rule 405), and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment thereto), including any information deemed to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment be a part thereof or supplement theretopursuant to Rule 430B, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of any offering of Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerAgents), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentInformation).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesagree, jointly and severally, to indemnify and hold harmless Cantor, its affiliates (as such term is defined in Rule 501(b) under the Sales Agent1933 Act (each, the Forward Seller and the Forward Purchaser and their respective affiliates an “Affiliate”)), its selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Cantor within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i1) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentation made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom in any Issuer Free Writing Prospectus, the Prospectus or in Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) belowhereof) any such settlement is effected with the written consent of the Company; and (iii3) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of one counsel chosen by the Sales Agent and the Forward SellerCantor), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, ; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent ContentContent (as defined below).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesPartnership, jointly and severally, agrees to indemnify and hold harmless the Sales Agent, the Forward Seller and the Forward Purchaser and their respective affiliates Underwriter and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expense whatsoever, as incurred, arising in whole or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise part out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above; provided that (subject to Section 11(d6(e) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerUnderwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), which information is set forth in Section 1(a)(1) hereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless the Sales Agent, the Forward Seller Placement Agent and the Forward Purchaser and their respective affiliates and each person, if any, any person who controls the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) , from and against any and all lossesloss, claimsexpense, damagesliability, liabilities damage or expenses whatsoever claim (“Losses”)including the reasonable cost of investigation) as incurred which, joint jointly or severalseverally, to which they the Placement Agent or any of them controlling person may become subject incur under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (loss, expense, liability, damage or actions in respect thereof) arise claim arises out of or are is based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectusthereof), any Issuer Free Writing Prospectus that the Company has filed or in was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (orin any such Registration Statement, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements made therein not misleading, or arising out of (3) any untrue statement omission or alleged untrue statement of a material fact included in omission from any such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; ; except, in the case of each of clauses (ii1), (2) against and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus and all Lossesany Issuer Free Writing Prospectus, as incurredin the light of the circumstances under which they were made) not misleading, in each such case, to the extent of the aggregate amount paid contained in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentInformation. The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company or the Operating Partnership, as the case may be, in writing of the institution of such action, and the Company or the Operating Partnership, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company or the Operating Partnership, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, as the case may be, in connection with the defense of such action, or the Company or the Operating Partnership, as the case may be, shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case neither the Company nor the Operating Partnership shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company or the Operating Partnership, as the case may be, and paid as incurred (it being understood, however, that neither the Company nor the Operating Partnership shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any settlement of any such claim or action effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Sales Agent, its agents, officers, directors, employees, affiliates (as such term is defined in Rule 501(b) under the Forward Seller and the Forward Purchaser and their respective affiliates Securities Act) and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any SC1:4187253.8A amendment thereto), including any information deemed to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment be a part thereof or supplement theretopursuant to Rule 430B, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement (including without limitation, by means of a consent to judgment) of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerAgent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentInformation.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesPartnership, jointly and severally, agrees to indemnify and hold harmless the Sales Agent, the Forward Seller and the Forward Purchaser and their respective affiliates each Underwriter and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expense whatsoever, as incurred, arising in whole or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise part out of (A) any inaccuracy in the representations and warranties of the Company and the Operating Partnership contained herein, (B) any failure of the Company or are based upon the Operating Partnership to perform its obligations hereunder, (C) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities, as originally filed or any amendment thereof, or any related preliminary prospectus or the Prospectus, or in any supplement thereto or amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, (D) (x) any untrue statement or arising out alleged untrue statement of a material fact included in the supplement or prospectus wrapper material or other materials distributed in connection with the reservation and sale of the Directed Shares to officers and directors of the Company, officers and employees of the Manager and their families, and other persons associated with the Company, or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, when considered in conjunction with the Prospectus or preliminary prospectus, not misleading and (y) any failure of a Directed Shares Purchaser to pay for and accept delivery of Directed Shares that the Directed Share Purchaser has agreed to purchase or (E) any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), prospectus wrapper material distributed to residents of Canada or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, when considered in conjunction with the light of the circumstances under which they were madeProspectus or preliminary prospectus, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above; provided that (subject to Section 11(d6(e) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerWachovia), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (i) above, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by any Underwriter through Wachovia expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), which information is set forth in Section 1(a)(1) hereof; and provided, further, that this indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any such amendments or supplements thereto) was timely delivered to such Underwriter pursuant to Section 3(a)(4) hereof and such Prospectus (as amended or supplemented, if applicable) was not sent or given by or on behalf of such Underwriter to such person, if such is required by the 1933 Act or the 1933 Act Regulations, at or prior to the written confirmation of the sale of such Securities to such person and if the Prospectus (as so amended or supplemented, if applicable) would have corrected the defect giving rise to such loss, liability, claim, damage or expense. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesagree, jointly and severally, to indemnify and hold harmless Stifel, its affiliates (as such term is defined in Rule 501(b) under the Sales Agent1933 Act (each, the Forward Seller and the Forward Purchaser and their respective affiliates an “Affiliate”)), its selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Stifel within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i1) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentation made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom in any Issuer Free Writing Prospectus, the Prospectus or in Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) belowhereof) any such settlement is effected with the written consent of the Company; and (iii3) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of one counsel chosen by the Sales Agent and the Forward SellerStifel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, ; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent ContentContent (as defined below).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the Sales AgentDBSI, the Forward Seller its officers, directors, employees and the Forward Purchaser and their respective affiliates agents, and each personPerson, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser DBSI within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: , together with each such Person’s respective officers, directors, employees and agents (i) collectively, the “Controlling Persons”), from and against any and all losses, claims, damagesdamages or liabilities, liabilities and any action or expenses whatsoever (“Losses”), joint or severalproceeding in respect thereof, to which they or DBSI, its officers, directors, employees and agents, and any of them such Controlling Person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus or in any other prospectus relating to the Common Shares, or any amendment to the Registration Statementor supplement thereto, any preliminary prospectus, the Prospectus, prospectus or any Issuer Free Writing Prospectus or in any amendment thereof “issuer information” filed or supplement theretorequired to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of of, or are based upon the upon, any omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out (in the case of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission any preliminary prospectus, or alleged omission therefrom of a material fact necessary in order to make the statements thereinany Issuer Free Writing Prospectus, in the light of the circumstances under in which they were made, ) not misleading; (ii) against any and all Losses, except insofar as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission same are made in reliance upon and in conformity with information related to DBSI furnished in writing to the Agent ContentCompany by DBSI expressly for use therein, and the Company and the Operating Partnership, jointly and severally, shall reimburse DBSI, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Sales Agent, the Forward Seller Wxxxx Fargo Securities and the Forward Purchaser and their respective its affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Wxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) against any and all losses, claims, damages, liabilities or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerWxxxx Fargo Securities), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Content.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Sales AgentUnderwriter, its agents, officers, directors, employees, affiliates (as such term is defined in Rule 501(b) under the Forward Seller and the Forward Purchaser and their respective affiliates Securities Act) and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment thereto), including any information deemed to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment be a part thereof or supplement theretopursuant to Rule 430B, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in the Basic Prospectus, the Pricing Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement (including without limitation, by means of a consent to judgment) of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerUnderwriter), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Underwriter Content.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesPartnership, jointly and severally, agrees to (i) indemnify and hold harmless the Sales Agenteach Underwriter, the Forward Seller directors, officers, employees and agents of each Underwriter, any broker-dealer affiliate of an Underwriter involved in the Forward Purchaser and their respective affiliates distribution of the Securities, and each person, if any, person who controls the Sales Agent, the Forward Seller and the Forward Purchaser any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) Act against any and all losses, claims, damages, liabilities damages or expenses whatsoever (“Losses”)liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal Federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any of the other Time of Sale Information, any issuer free writing prospectus as defined in Rule 433(h) under the Act, any Company information that the Company has filed or is required to file pursuant to Rule 433(d) under the Act, any “road show” as defined in Rule 433(h) under the Act, or the Prospectus (or any amendment or supplement thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (y) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, ) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; ; and (ii) against any and all Lossesreimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the Company nor the Operating Partnership will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Agent ContentCompany by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. This indemnity agreement will be in addition to any liability which the Company or the Operating Partnership may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesPartnership, jointly and severally, agrees to indemnify and hold harmless the Sales Agent, the Forward Seller and the Forward Purchaser and their respective affiliates each Underwriter and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i1) against any and all lossesloss, claimsliability, damagesclaim, liabilities damage and expense whatsoever, as incurred, arising in whole or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise part out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Preliminary Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (B) any breach of any representation, warranty or covenant of each of the Company and the Operating Partnership contained herein; (ii2) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (1) above; provided that (subject to Section 11(d6(d) below) any such settlement is effected with the written consent of the Company; and (iii3) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerRepresentative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omissionof (1) above, to the extent that any such expense is not paid under clause (i1) or (ii2) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by the Representative expressly for use in the Registration Statement (or any amendment thereto), or the Preliminary Prospectus (or any amendment or supplement thereto), in any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), which information is set forth in Section 1(a)(1) hereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company and each of the Operating Partnerships may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesagrees to indemnify, jointly and severally, to indemnify defend and hold harmless the Sales Agent, the Forward Seller Placement Agent and the Forward Purchaser and their respective affiliates and each person, if any, any person who controls the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) , from and against any and all lossesloss, claimsexpense, damagesliability, liabilities damage or expenses whatsoever claim (“Losses”)including the reasonable cost of investigation) which, joint jointly or severalseverally, to which they the Placement Agent or any of them controlling person may become subject incur under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (loss, expense, liability, damage or actions in respect thereof) arise claim arises out of or are is based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectusthereof), any Issuer Free Writing Prospectus that the Company has filed or in was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (orin any such Registration Statement, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements made therein not misleading, or arising out of (3) any untrue statement omission or alleged untrue statement of a material fact included in omission from any such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; ; except, in the case of each of clauses (ii1), (2) against any and all Losses(3), insofar as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omissionloss, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any lossexpense, liability, claim, damage or expense to the extent arising claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged untrue statement omission of a material fact required to be stated therein or omission necessary to make the statements therein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each such case, made in reliance upon and in conformity with information relating to the Placement Agent Contentand furnished in writing by the Placement Agent to the Company expressly stating that such information is intended for inclusion in any document described in clause (a)(1) above. The statements set forth in the first sentence of the eighth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement (to the extent such statements relate to the Placement Agent) constitute the only information furnished by or on behalf of the Placement Agent to the Company for the purposes of Sections 5(a)(1) and 5(a)(4) and this Section 10. The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action (enclosing a copy of all papers served), and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, as the case may be, in connection with the defense of such action, or the Company and the Operating Partnership shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case the Company and the Operating Partnership shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and the Operating Partnership and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any settlement of any such claim or action effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless each of the Sales AgentAgents, the Forward Seller Sellers and the Forward Purchaser and Purchasers, their respective agents, officers, directors, employees, affiliates (as such term is defined in Rule 501(b) under the Securities Act) and each person, if any, who controls the Sales AgentAgents, the Forward Seller and Sellers or the Forward Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment thereto), including any information deemed to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment be a part thereof or supplement theretopursuant to Rule 430B, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or in any “road show” (as defined in Rule 433 under the Securities Act) not constituting an “Issuer Free Writing Prospectus,” or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement (including without limitation, by means of a consent to judgment) of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent Agents, the Forward Sellers and the Forward SellerPurchasers), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentInformation.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesagrees to indemnify, jointly and severally, to indemnify defend and hold harmless the Sales Agent, the Forward Seller Placement Agent and the Forward Purchaser and their respective affiliates and each person, if any, any person who controls the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) , from and against any and all lossesloss, claimsexpense, damagesliability, liabilities damage or expenses whatsoever claim (“Losses”)including the reasonable cost of investigation) which, joint jointly or severalseverally, to which they the Placement Agent or any of them controlling person may become subject incur under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (loss, expense, liability, damage or actions in respect thereof) arise claim arises out of or are is based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectusthereof), any Issuer Free Writing Prospectus that the Company has filed or in was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 11 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (orin any such Registration Statement, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements made therein not misleading, or arising out of (3) any untrue statement omission or alleged untrue statement of a material fact included in omission from any such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; ; except, in the case of each of clauses (ii1), (2) against any and all Losses(3), insofar as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omissionloss, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any lossexpense, liability, claim, damage or expense to the extent arising claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged untrue statement omission of a material fact required to be stated therein or omission necessary to make the statements therein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each such case, made in reliance upon and in conformity with information relating to the Placement Agent Contentand furnished in writing by the Placement Agent to the Company expressly stating that such information is intended for inclusion in any document described in clause (a)(1) above. The statements set forth in the sixth paragraph and the first sentence of the eighth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement (to the extent such statements relate to the Placement Agent) constitute the only information furnished by or on behalf of the Placement Agent to the Company for the purposes of Sections 5(a)(1) and 5(a)(4) and this Section 11. The indemnity agreement set forth in this Section 11(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 11(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action (enclosing a copy of all papers served), and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, as the case may be, in connection with the defense of such action, or the Company and the Operating Partnership shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case the Company and the Operating Partnership shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and the Operating Partnership and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any settlement of any such claim or action effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the Sales AgentBNYMCM, the Forward Seller its officers, directors, employees and the Forward Purchaser and their respective affiliates agents, and each personPerson, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser BNYMCM within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: , together with each such Person’s respective officers, directors, employees and agents (i) collectively, the “Controlling Persons”), from and against any and all losses, claims, damagesdamages or liabilities, liabilities and any action or expenses whatsoever (“Losses”), joint or severalproceeding in respect thereof, to which they or BNYMCM, its officers, directors, employees and agents, and any of them such Controlling Person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus or in any other prospectus relating to the Common Shares, or any amendment to the Registration Statementor supplement thereto, any preliminary prospectus, the Prospectus, prospectus or any Issuer Free Writing Prospectus or in any amendment thereof “issuer information” filed or supplement theretorequired to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of of, or are based upon the upon, any omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out (in the case of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission any preliminary prospectus, or alleged omission therefrom of a material fact necessary in order to make the statements thereinany Issuer Free Writing Prospectus, in the light of the circumstances under in which they were made, ) not misleading; (ii) against any and all Losses, except insofar as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission same are made in reliance upon and in conformity with information related to BNYMCM furnished in writing to the Agent ContentCompany by BNYMCM expressly for use therein, and the Company and the Operating Partnership, jointly and severally, shall reimburse BNYMCM, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesagree, jointly and severally, to indemnify and hold harmless Baird, its affiliates (as such term is defined in Rule 501(b) under the Sales Agent1933 Act (each, the Forward Seller and the Forward Purchaser and their respective affiliates an “Affiliate”)), its selling agents and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Baird within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act1934 Act as follows: (i1) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereto), including the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement theretoRule 430B Information, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road show or investor presentation made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom in any Issuer Free Writing Prospectus, the Prospectus or in Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) belowhereof) any such settlement is effected with the written consent of the Company; and (iii3) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of one counsel chosen by the Sales Agent and the Forward SellerBaird), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, ; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent ContentContent (as defined below).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the Sales AgentXxxxx Fargo Securities, the Forward Seller and the Forward Purchaser and their respective its affiliates (as such term is defined in Rule 405), and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment thereto), including any information deemed to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment be a part thereof or supplement theretopursuant to Rule 430B, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of any offering of Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerXxxxx Fargo Securities), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentInformation).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the Sales AgentBAML, the Forward Seller and the Forward Purchaser and their respective its affiliates (as such term is defined in Rule 405), and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser BAML within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment thereto), including any information deemed to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment be a part thereof or supplement theretopursuant to Rule 430B, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of any offering of Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerBAML), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentInformation).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesshall, jointly and severally, to indemnify and hold harmless the Sales AgentInvestor each affiliate, employee, representative and advisor of and to the Forward Seller and the Forward Purchaser and their respective affiliates Investor, and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Investor within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act: (i) Act from and against any and all losses, claims, damages, liabilities or and expenses whatsoever (“Losses”), joint or several, including reasonable costs of defense and investigation and all attorneys’ fees) to which they or any of them the Investor and each such other person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (a) any violation of United States federal or state securities laws or the rules and regulations of the Trading Market in connection with the transactions contemplated by this Agreement by the Company, the Operating Partnership or any of their respective Subsidiaries, affiliates, officers, directors or employees, (b) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Registration Statement or in any amendment to the Registration Statement, thereto or any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of (c) any untrue statement or alleged untrue statement of a material fact included contained, or incorporated by reference, in the Prospectus, any Issuer Free Writing Prospectus Prospectus, or in any amendment thereof or supplement thereto, or in any “issuer information” (as defined in Rule 433 under the Prospectus (Securities Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission or otherwise contained in any Free Writing Prospectus, or any amendment or supplement thereto), or the any omission or alleged omission therefrom of to state therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that (A) the Company and the Operating Partnership shall not be liable under this Section 8.1(i) to the extent that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available) that such loss, claim, damage, liability or expense resulted directly and solely from any such acts or failures to act, undertaken or omitted to be taken by the Investor or such person through its bad faith or willful misconduct, (B) the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Agent ContentCompany by or on behalf of the Investor expressly for use in the Current Report, any Prospectus Supplement or any Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto, and (C) with respect to the Prospectus, the foregoing indemnity shall not inure to the benefit of the Investor or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of all Prospectus Supplements required to be filed pursuant to Section 1.4 and 5.9, together with the Base Prospectus, were timely delivered or made available to the Investor pursuant hereto and a copy of the Base Prospectus, together with a Prospectus Supplement (as applicable), was not sent or given by or on behalf of the Investor or any such person to such person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if delivery of the Base Prospectus, together with a Prospectus Supplement (as applicable), would have cured the defect giving rise to such loss, claim, damage, liability or expense. Subject to Section 8.2, the Company and the Operating Partnership shall, jointly and severally, reimburse the Investor and each such controlling person promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by the Investor or such indemnified persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the Sales AgentCiti, the Forward Seller and the Forward Purchaser and their respective its affiliates (as such term is defined in Rule 405), and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Citi within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct as follows: (i) against any and all lossesloss, claimsliability, damagesclaim, liabilities or expenses whatsoever (“Losses”)damage and expense whatsoever, joint or severalas incurred, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment thereto), including any information deemed to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment be a part thereof or supplement theretopursuant to Rule 430B, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of any offering of Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all Lossesloss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d10(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward SellerCiti), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent ContentInformation).

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify and hold harmless the Sales AgentCiti, the Forward Seller its officers, directors, employees and the Forward Purchaser and their respective affiliates agents, and each personPerson, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser Citi within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: , together with each such Person’s respective officers, directors, employees and agents (i) collectively, the “Controlling Persons”), from and against any and all losses, claims, damagesdamages or liabilities, liabilities and any action or expenses whatsoever (“Losses”), joint or severalproceeding in respect thereof, to which they or Citi, its officers, directors, employees and agents, and any of them such Controlling Person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus or in any other prospectus relating to the Common Shares, or any amendment to the Registration Statementor supplement thereto, any preliminary prospectus, the Prospectus, prospectus or any Issuer Free Writing Prospectus or in any amendment thereof “issuer information” filed or supplement theretorequired to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of of, or are based upon the upon, any omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out (in the case of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission any preliminary prospectus, or alleged omission therefrom of a material fact necessary in order to make the statements thereinany Issuer Free Writing Prospectus, in the light of the circumstances under in which they were made, ) not misleading; (ii) against any and all Losses, except insofar as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission same are made in reliance upon and in conformity with information related to Citi furnished in writing to the Agent ContentCompany by Citi expressly for use therein, and the Company and the Operating Partnership, jointly and severally, shall reimburse Citi, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesPartnership, jointly and severally, agrees to (i) indemnify and hold harmless the Sales Agenteach Underwriter, the Forward Seller directors, officers, employees and agents of each Underwriter, any broker-dealer affiliate of an Underwriter involved in the Forward Purchaser and their respective affiliates distribution of the Securities, and each person, if any, person who controls the Sales Agent, the Forward Seller and the Forward Purchaser any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) Act against any and all losses, claims, damages, liabilities damages or expenses whatsoever (“Losses”)liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal Federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any of the other Time of Sale Information, any issuer free writing prospectus as defined in Rule 433(h) under the Act, any Company information that the Company has filed or is required to file pursuant to Rule 433(d) under the Act, any “road show” as defined in Rule 433(h) under the Act, or the Prospectus (or any amendment or supplement thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (y) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, ) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; ; and (ii) against any and all Lossesreimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the Company nor the Operating Partnership will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Agent ContentCompany by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. This indemnity agreement will be in addition to any liability which the Company or the Operating Partnership may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agreesPartnership, jointly and severally, agrees to (i) indemnify and hold harmless the Sales each Agent, the Forward Seller directors, officers, employees and agents of each Agent, any broker-dealer affiliate of an Agent involved in the Forward Purchaser and their respective affiliates distribution of the Shares, and each person, if any, person who controls the Sales Agent, the Forward Seller and the Forward Purchaser an Agent within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act: (i) 1934 Act against any and all losses, claims, damages, liabilities damages or expenses whatsoever (“Losses”)liabilities, joint or several, to which they or any of them may become subject under the Securities 1933 Act, the Exchange 1934 Act or other federal Federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus (or any amendment or supplement thereto), the General Disclosure Package, any “issuer free writing prospectus” as defined in Rule 433(h), any “issuer information” as defined in Rule 433(h) that the Company has filed or is required to file pursuant to Rule 433(d), any “road show” as defined in Rule 433(h), or the Prospectus (or any amendment or supplement thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (y) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) against any and all Lossesreimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the Company nor the Operating Partnership will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever is based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Agent Contentspecifically for inclusion therein, it being understood and agreed that the only such information furnished by any Agent consists of the information described as such in subsection (b) below. This indemnity agreement will be in addition to any liability which the Company or the Operating Partnership may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the The Company and the Operating Partnership agreesPartnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless the Sales Agent, the Forward Seller Placement Agent and the Forward Purchaser and their respective affiliates and each person, if any, any person who controls the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i) , from and against any and all lossesloss, claimsexpense, damagesliability, liabilities damage or expenses whatsoever claim (“Losses”)including the reasonable cost of investigation) as incurred which, joint jointly or severalseverally, to which they the Placement Agent or any of them controlling person may become subject incur under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (loss, expense, liability, damage or actions in respect thereof) arise claim arises out of or are is based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectusthereof), any Issuer Free Writing Prospectus that the Company has filed or in was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include the Prospectus as of its date and as amended or supplemented by the Company), (2) any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (orin any such Registration Statement, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements made therein not misleading, or arising out of (3) any untrue statement omission or alleged untrue statement of a material fact included in omission from any such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; ; except, in the case of each of clauses (ii1), (2) against and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus and all Lossesany Issuer Free Writing Prospectus, as incurredin the light of the circumstances under which they were made) not misleading, in each such case, to the extent contained in and in conformity with information furnished in writing by the Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(c) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company or the Operating Partnership, as the case may be, in writing of the aggregate amount paid in settlement institution of any litigationsuch action, and the Company or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii) against the expenses whatsoeverOperating Partnership, as incurred (the case may be, shall if it so elects, assume the defense of such action, including the reasonable fees and disbursements employment of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above, payment of expenses; provided, however, that this indemnity agreement shall any failure or delay to so notify the Company or the Operating Partnership, as the case may be, will not apply to relieve the Company or the Operating Partnership of any lossobligation hereunder, liability, claim, damage or expense except to the extent arising out that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, as the case may be, in connection with the defense of such action, or the Company or the Operating Partnership, as the case may be, shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case neither the Company nor the Operating Partnership shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company or the Operating Partnership, as the case may be, and paid as incurred (it being understood, however, that neither the Company nor the Operating Partnership shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any settlement of any untrue statement such claim or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Contentaction effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Sales Agent, the Forward Seller and the Forward Purchaser and their respective affiliates and each person, if any, who controls the Sales Agent, the Forward Seller and the Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act: (i1) against any and all losses, claims, damages, liabilities or expenses whatsoever (“Losses”), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein (or, other than with respect to the Registration Statement and any amendment thereto, in light of the circumstances under which they were made) or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii2) against any and all Losses, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company; and (iii3) against the expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Sales Agent and the Forward Seller), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i1) or (ii2) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Agent Content.