Common use of Indemnification of Placement Agent Clause in Contracts

Indemnification of Placement Agent. The Issuer agrees to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent and each such person being an “Indemnified Party”), as follows: (a) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) any untrue statement or alleged untrue statement of a material fact included in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned; or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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) the breach or alleged breach of any representation, warranty or covenant of the Issuer under this Agreement; (b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission by the Issuer; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected with the written consent of the Issuer; and (c) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent reasonably incurred) in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or any claim whatsoever, commenced or threatened, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above.

Indemnification of Placement Agent. The Issuer agrees to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent and each such person being an “Indemnified Party”), as follows: (a) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) any untrue statement or alleged untrue statement of a material fact included in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned; or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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) the breach or alleged breach of any representation, warranty or covenant of the Issuer under this Agreement; (b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission by the Issuer; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected with the written consent of the Issuer; and (c) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent reasonably incurred) in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or any claim whatsoever, commenced or threatened, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above.,

Indemnification of Placement Agent. The Issuer agrees to Company will indemnify and hold harmless the each Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and members, directors, officers, employees, agents, affiliates and each person, if any, who controls the any Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (Placement Agent and each such person being each, an “Indemnified Party”), as follows: (a) against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoeverjoint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions in respect thereof) arise out of (A) or are based upon any untrue statement or alleged untrue statement of a any material fact included in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content contained in any part of the aforementioned; Registration Statement at any time, any Statutory Prospectus as of any time, or the Final Prospectus, or arise out of or are based upon the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, of 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, therein not misleading; , and will reimburse each Indemnified Party for any legal or (B) the breach or alleged breach of any representation, warranty or covenant of the Issuer under this Agreement; (b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid other expenses reasonably incurred by such Indemnified Party in settlement of any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission by the Issuer; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected connection with the written consent of the Issuer; and (c) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent reasonably incurred) in investigating, preparing investigating or defending against any such 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 entityof the above as such expenses are incurred; provided, commenced or threatenedhowever, or any claim whatsoever, commenced or threatened, based upon that the Company 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 loss, claim, damage or liability arises out of or is not paid under based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by the Placement Agent specifically for use therein, it being understood and agreed that the only such information furnished by the Placement Agent consists of the information described as such in subsection (ib) or (ii) abovebelow.

Indemnification of Placement Agent. The Issuer Company agrees to indemnify and hold harmless the Placement Agent, its their respective affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, and each person, if any, who controls the person controlling such Placement Agent (within the meaning of Section 15 of the 1933 Act or Section 20 Securities Act), and the directors, officers, agent and employees of the 1934 Act (such Placement Agent Agent, their respective affiliates and each such controlling person being (each Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified PartyPerson”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as follows: otherwise expressly provided in this Agreement) (acollectively, the “Expenses”) against and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any and all lossactions, liability, claim, damage and expense whatsoever, as incurredwhether or not any Indemnified Person is a party thereto, arising out of (A) or based upon any untrue statement or alleged untrue statement of a material fact included contained in (i) the Offering Registration Statement, Offering Circular, Authorized Sales Materialsthe Disclosure Package, the Representation Letter Preliminary Prospectus, the Prospectus or any information forming the basis for content in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the aforementionedOffering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, therefrom of 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; , unless such statement or (B) omission was made in reliance upon, and in conformity with, the breach Placement Agent’ information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or alleged breach of any representation, warranty or covenant of the Issuer its rights under this Agreement; (b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission by the Issuer; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected with the written consent of the Issuer; and (c) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent reasonably incurred) in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or any claim whatsoever, commenced or threatened, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above.

Indemnification of Placement Agent. The Issuer agrees to Company shall indemnify and hold harmless the Placement Agent, each of its affiliates (as defined in Rule 405 under the Securities Act and each of 1933its and their respective directors, as amended) (eachofficers, an “Affiliate”))members, including any employees, representatives and all Soliciting Dealers, partners, officers agents and directorstheir respective affiliates, and each person, if any, who controls the such Placement Agent within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (collectively the “Placement Agent Indemnified Parties,” and each such person being an a “Placement Agent Indemnified Party”), as follows: (a) against any and all loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Placement Agent Indemnified Party may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise, insofar as such loss, claim, damage, expense, liability, claimaction, damage and expense whatsoever, as incurred, arising investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact included in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content contained in any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the aforementioned; Rules and Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, (B) the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content to state in any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the aforementionedRules and Regulations, of any Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in the light or (C) any breach of the circumstances under which they were made, not misleading; or (B) the breach or alleged breach of any representation, warranty or covenant representations and warranties of the Issuer under this Agreement; (b) against Company contained herein or failure of the Company to perform its obligations hereunder or pursuant to any law, and all shall reimburse the Placement Agent Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, claimaction, damage and expense whatsoeverinvestigation or proceeding, as such fees and expenses are incurred; provided, to however, that the extent of the aggregate amount paid Company shall not be liable in settlement of any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission by the Issuer; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected with the written consent of the Issuer; and (c) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent reasonably incurred) in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or any claim whatsoever, commenced or threatened, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Placement Agent specifically for use therein, which information the parties hereto agree is limited to the Placement Agent’s Information. This indemnity agreement is not paid under (i) exclusive and will be in addition to any liability, which the Company may otherwise have and shall not limit any rights or (ii) aboveremedies which may otherwise be available at law or in equity to each Placement Agent Indemnified Party.

Indemnification of Placement Agent. The Issuer Company agrees to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent Act, and each such person being an “Indemnified Party”)any director, officer, employee or affiliate thereof as follows: (ai) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (A) or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter Prospectus (or any information forming the basis for content in any of the aforementioned; amendment or supplement thereto), or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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; PROVIDED, HOWEVER, that the Company shall not be required under this subsection (a)(i) to indemnify the Placement Agent with respect to any preliminary prospectus to the extent that any loss, claim, damage or (B) the breach or alleged breach of any representation, warranty or covenant expense of the Issuer under this Agreement;Placement Agent results solely from an untrue statement of a material fact contained in, or the omission of a material fact from, such preliminary prospectus which untrue statement or omission was corrected in the Prospectus and which corrected Prospectus was furnished by the Company to the Placement Agent but was not sent or given by the Placement Agent to the purchaser of the Securities at or prior to the written confirmation of such sale. (bii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entityagency 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 by the Issueromission; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected with the written consent of the IssuerCompany; and (ciii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent Agent), reasonably incurred) incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entityagency or body, commenced or threatened, or any claim whatsoever, commenced or threatened, whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Placement Agent expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Placement Agent. The Issuer agrees to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent and each such person being an “Indemnified Party”), as follows: (a) against any and all loss, liability, claim, damage and expense whatsoever, as reasonably incurred, arising out of (A) any untrue statement or alleged untrue statement of a material fact included in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned; or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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) the breach or alleged breach of any representation, warranty or covenant of the Issuer under this Agreement; (b) against any and all loss, liability, claim, damage and expense whatsoever, as reasonably incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission by the Issuer; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected with the written consent of the Issuer; and (c) against any and all expense whatsoever, as reasonably incurred (including the fees and disbursements of counsel chosen by the Placement Agent reasonably incurred) in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or any claim whatsoever, commenced or threatened, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above.

Indemnification of Placement Agent. The Issuer agrees Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent and each such person being an “Indemnified Party”), as follows: (ai) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (A) or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter Prospectus (or any information forming the basis for content in any of the aforementioned; amendment or supplement thereto), or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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) the breach or alleged breach of any representation, warranty or covenant of the Issuer under this Agreement; (bii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entityagency 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 by the Issueromission; provided that (subject to Section 1, B. of Exhibit A, 6(d) below) any such settlement is effected with the written consent of the IssuerCompany and the Operating Partnership; and (ciii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent Agent), reasonably incurred) incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entityagency or body, commenced or threatened, or any claim whatsoever, commenced or threatened, whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or the Operating Partnership by the Placement Agent expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Placement Agent. The Issuer agrees to indemnify and hold harmless the Placement Agent, each of its affiliates (as defined in Rule 405 under the Securities Act of 1933directors, as amended) (eachofficers, an “Affiliate”))employees, including any and all Soliciting Dealersmembers, partners, officers representatives and directorsagents, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act (or who is an affiliate of the Placement Agent within the meaning of Rule 405 of the Rules and each such person being an “Indemnified Party”), Regulations as follows: (ai) against any and all losslosses, liabilityclaims, claimdamages, damage and expense whatsoeverliabilities or expenses to which the Placement Agent or any such controlling person may become subject under the Securities Act or otherwise, insofar as incurredsuch losses, arising claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact included contained in the Offering Registration Statement, Offering Circular, Authorized Sales Materialsany Preliminary Prospectus, the Representation Letter Prospectus, any Issuer Free Writing Prospectus (including any amendment or any information forming the basis for content in supplement to any of the aforementioned; foregoing), or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, (B) the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content to state in any of the aforementioned, of documents or information referred to in clause (A) a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, (C) any failure or alleged failure of the financial statements (together with the related notes and schedules) included or incorporated by reference in the light of Registration Statement, the circumstances Prospectus and the Disclosure Package to comply in all material respects with the Securities Act, the Exchange Act, and the Rules and Regulations and the rules and regulations under which they were made, not misleading; the Exchange Act or (BD) the breach any failure or alleged breach of any representation, warranty or covenant failure of the Issuer under this Agreementto perform its obligations hereunder or pursuant to any Laws applicable to the offering of the Shares and Warrants; (bii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission by the Issuer; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected with the written consent of the Issuer; and (c) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Placement Agent Agent) reasonably incurred) incurred in investigating, preparing connection with investigating or defending against any litigationsuch loss, claim, damage or any investigation liability, action or proceeding by or in responding to a subpoena or governmental inquiry related to the offering of the Shares, whether or not the Placement Agent or controlling person is a party to any governmental entityaction or proceeding; provided, commenced or threatenedhowever, or any claim whatsoever, commenced or threatened, based upon that the Issuer 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 loss, claim, damage, liability or expense arises out of or is not paid under based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus (iincluding any amendment or supplement to any of the foregoing), or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations in reliance upon and in conformity with written information furnished to the Issuer by or (ii) abovethrough the Placement Agent specifically for use in the preparation thereof, such information being expressly limited to that information described in Section 13.

Indemnification of Placement Agent. The Issuer agrees to Company shall indemnify and hold harmless the Placement Agent, each of its affiliates (as defined in Rule 405 under the Securities Act and each of 1933, as amended) (each, an “Affiliate”)), including any its and all Soliciting Dealers, partners, officers and their respective directors, officers, members, employees, representative and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representative and agents and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act) and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Act of or Section 20 of the Exchange Act (collectively, the “Placement Agent Indemnified Parties,” and each such person being an a “Placement Agent Indemnified Party”), as follows: (a) against any and all loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Placement Agent Indemnified Party may become subject, under the Act or otherwise, insofar as such loss, claim, damage, expense, liability, claimaction, damage and expense whatsoever, as incurred, arising investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact included contained in the Offering Statementany Preliminary Prospectus, Offering Circularany Statutory Prospectus, Authorized Sales Materialsany Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d), the Representation Letter Registration Statement or any information forming the basis for content Final Prospectus, or in any of the aforementioned; amendment or supplement thereto or document incorporated by reference therein, or (B) the omission or alleged omission to state in any Preliminary Prospectus, any Statutory Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Offering Statement, Offering Circular, Authorized Sales MaterialsRules and Regulations, the Representation Letter Registration Statement or any information forming the basis for content Final Prospectus, or in any of the aforementionedamendment or supplement thereto or document incorporated by reference therein, of a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of any prospectus, in the light of the circumstances under which they were made, ) not misleading; , and shall reimburse the Placement Agent Indemnified Party promptly upon demand for any legal fees or (B) the breach other expenses reasonably incurred by that Placement Agent Indemnified Party in connection with investigating, or alleged breach of preparing to defend, or defending against, or otherwise incurred in connection with, any representationsuch loss, warranty or covenant of the Issuer under this Agreement; (b) against any and all lossclaim, damage, expense, liability, claimaction, damage and expense whatsoeverinvestigation or proceeding, as such fees and expenses are incurred; provided, to however, that the extent of the aggregate amount paid Company shall not be liable in settlement of any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission by the Issuer; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected with the written consent of the Issuer; and (c) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent reasonably incurred) in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entity, commenced or threatened, or any claim whatsoever, commenced or threatened, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any part of any Preliminary Prospectus, any Statutory Prospectus as of any time, an Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d), the Registration Statement or the Final Prospectus, or any such amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by the Placement Agent specifically for use therein, which information the parties hereto agree is limited to the Placement Agent’s Information (as defined in Section 18). This indemnity agreement is not paid under (i) exclusive and will be in addition to any liability which the Company might otherwise have and shall not limit any rights or (ii) aboveremedies which may otherwise be available at law or in equity to each Placement Agent Indemnified Party.

Indemnification of Placement Agent. The Issuer agrees Company and the Bank Subsidiary agree to jointly and severally indemnify and hold harmless harmless: (x) the Placement Agent, its affiliates ; (as defined in Rule 405 under the Securities Act of 1933, as amendedy) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, and each person, if any, who controls the Placement Agent (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (0000 Xxx) the Placement Agent and (each such person being an person, a “Indemnified Partycontrolling person”); and (z) the respective partners, directors, officers, employees and agents of the Placement Agent or any such controlling person as follows: (a1) against any and all loss, liability, claim, damage damages and expense whatsoever, as incurred, relating to or arising out of of, or based upon, in whole or in part, (A) any untrue statement or alleged untrue statement of a material fact included in the Offering StatementMemorandum, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned; or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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; (B) any untrue statement or alleged untrue statement of material fact contained in any information or documents executed in favor of or furnished or made available to the Placement Agent by the Company and the Bank Subsidiary; (C) any omission or alleged omission to state in any information or documents executed in favor of or furnished or made available to the Placement Agent by the Company and the Bank Subsidiary a material fact necessary to make the statements therein not misleading; or (BD) the breach or alleged breach of any representation, warranty or covenant and agreement of the Issuer under this AgreementCompany and the Bank Subsidiary contained herein; (b2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entityagency 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 by the Issueromission, or breach or alleged breach of any such representation, warranty or agreement; provided that (subject to Section 1, B. of Exhibit A, below6(d) hereof) any such settlement is effected with the written consent of the IssuerCompany and the Bank Subsidiary; and (c3) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent Agent), reasonably incurred) incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entityagency or body, commenced or threatened, or any claim whatsoever, commenced or threatened, whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, or breach or alleged breach of any such representation, warranty or agreement, to the extent that any such expense is not paid under (i1) or (ii2) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense (A) 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 or their counsel expressly for use in the Offering Documents (or any amendment or supplement thereto) (the “Placement Agent’s Information”) or (B) which is found by a final unappealable order of a court with jurisdiction over the matter to have been directly caused by the gross negligence or willful misconduct of the Placement Agent. (4) Notwithstanding the foregoing, the indemnification provided for in this paragraph (a) shall not apply to the Bank Subsidiary to the extent that such indemnification by the Bank Subsidiary is found in a final, non-appealable judgment by a court of competent jurisdiction to constitute a violation of any financial institution law or regulation applicable to national banks and the Bank Subsidiary, including if such indemnification is so found to constitute a covered transaction under 23A of the Federal Reserve Act. Further, the indemnification provided for in this paragraph (a) shall be the sole and exclusive remedy against the Bank Subsidiary with respect to any breach of this Agreement. This Section 6(a)(4) does not, in any manner, limit any actions, recourse or remedies the Placement Agent may seek to enforce against the Company or any entity or person other than the Bank Subsidiary.

Indemnification of Placement Agent. The Issuer agrees Company and the Operating Partnership each agree to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent and each such person being an “Indemnified Party”)Act, as follows: (ai) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (A) or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter Prospectus (or any information forming the basis for content in any of the aforementioned; amendment or supplement thereto), or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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) the breach or alleged breach of any representation, warranty or covenant of the Issuer under this Agreement; (bii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entityagency 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 by the Issueromission; provided that (subject to Section 1, B. of Exhibit A, 6(d) below) any such settlement is effected with the written consent of the IssuerCompany; and (ciii) against any and all expense whatsoever, as incurred (including including, subject to Section 6(c) below, the fees and disbursements of counsel chosen by the Placement Agent Agent), reasonably incurred) incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entityagency or body, commenced or threatened, or any claim whatsoever, commenced or threatened, whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Placement Agent expressly for use in the Registration Statement (or any amendment thereto), or the Prospectus (or any amendment or supplement thereto).

Indemnification of Placement Agent. (1) The Issuer Company agrees to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent and each such person being an “Indemnified Party”), as follows: (ai) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any document, including without limitation any information furnished or made available by the Company (Adirectly, through the Placement Agent, or otherwise) to any offeree of the Securities or any of their representatives or in the Registration Statement (or any amendment thereto), including the Rule 430A Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter Prospectus (or any information forming the basis for content in any of the aforementioned; amendment or supplement thereto), or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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) the breach or alleged breach of any representation, warranty or covenant of the Issuer under this Agreement; (bii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entityagency 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 by the Issueromission; provided that (subject to Section 1, B. of Exhibit A, 6(d) below) any such settlement is effected with the written consent of the Issuer; andCompany; (ciii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent Agent), reasonably incurred) incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entityagency or body, commenced or threatened, or any claim whatsoever, commenced or threatened, whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; and (iv) against any and all losses, claims, damages and liabilities arising out of any transaction contemplated by this Agreement. 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 expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that the Company will not be liable under clause (iv) hereof to the extent that any loss, claim, damage or liability is found in a final judgment by a court of competent jurisdiction to have resulted from the Placement Agent's bad faith or gross negligence.

Indemnification of Placement Agent. The Issuer agrees Each of the Company and the Operating Partnership agrees, jointly and severally, to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent Act, and each such person being an “Indemnified Party”)any director, officer, employee or affiliate thereof as follows: (ai) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (A) or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter Prospectus (or any information forming the basis for content in any of the aforementioned; amendment or supplement thereto), or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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) the breach or alleged breach of any representation, warranty or covenant of the Issuer under this Agreement;. (bii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entityagency 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 by the Issueromission; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected with the written consent of the IssuerCompany and the Operating Partnership; and (ciii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent Agent), reasonably incurred) incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entityagency or body, commenced or threatened, or any claim whatsoever, commenced or threatened, whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Placement Agent expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto).

Indemnification of Placement Agent. The Issuer Company agrees to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent and each such person being an “Indemnified Party”), as follows: (ai) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) any untrue statement or alleged untrue statement of a material fact included contained in any Preliminary Offering Memorandum or the Final Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter Memorandum (or any information forming the basis for content in any of the aforementioned; amendment or supplement thereto), or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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) the breach or alleged breach of any representation, warranty or covenant of the Issuer under this Agreement; (bii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entityagency 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 by the Issueromission; provided that (subject to Section 1, B. of Exhibit A, 7(d) below) any such settlement is effected with the written consent of the IssuerCompany; and (ciii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent Agent), reasonably incurred) incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entityagency or body, commenced or threatened, or any claim whatsoever, commenced or threatened, whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made (i) in reliance upon and in conformity with written information relating to the Placement Agent furnished to the Company by the Placement Agent expressly for use in the Offering Memorandum (or any amendment thereto) or (ii) in the Preliminary Offering Memorandum if a copy of the Offering Memorandum (as then amended or supplemented) was not sent or given by or on behalf of such Placement Agent to the person asserting any such loss, liability, claim, damage or expense, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities, and the Offering Memorandum (as then amended or supplemented) would have corrected such untrue statement or omission.

Indemnification of Placement Agent. The Issuer Company agrees to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, Fortis and each person, if any, who controls the Placement Agent Fortis within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent and each such person being an “Indemnified Party”), as follows: (ai) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (A) or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter Prospectus (or any information forming the basis for content in any of the aforementioned; amendment or supplement thereto), or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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) the breach or alleged breach of any representation, warranty or covenant of the Issuer under this Agreement; (bii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entityagency 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 by the Issueromission; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected with the written consent of the IssuerCompany; and (ciii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent Fortis), reasonably incurred) incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entityagency or body, commenced or threatened, or any claim whatsoever, commenced or threatened, whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by Fortis specifically for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of Placement Agent. The Issuer Company agrees to indemnify and hold harmless the Placement Agent, its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) (each, an “Affiliate”)), including any and all Soliciting Dealers, partners, officers and directors, Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (Placement Agent and each such person being an “Indemnified Party”), as follows: (ai) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (A) or any amendment thereto), including the Rule 430A Information and the Rule 434 Information deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter Prospectus (or any information forming the basis for content in any of the aforementioned; amendment or supplement thereto), or the omission or alleged omission in the Offering Statement, Offering Circular, Authorized Sales Materials, the Representation Letter or any information forming the basis for content in any of the aforementioned, 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) the breach or alleged breach of any representation, warranty or covenant of the Issuer under this Agreement; (bii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental entityagency 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 by the Issueromission; provided that (subject to Section 1, B. of Exhibit A, below) any such settlement is effected with the written consent of the IssuerCompany; and (ciii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent Agent), reasonably incurred) incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental entityagency or body, commenced or threatened, or any claim whatsoever, commenced or threatened, whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Placement Agent expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The foregoing indemnity with respect to any untrue statement contained in or omission from a preliminary prospectus shall not inure to the benefit of the Placement Agent with respect to a claim by an Investor with respect to an Offering in which such Investor purchased Securities if the Company shall sustain the burden of proving that such Investor was not sent or given a copy of the Prospectus (or the Prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Securities to such Investor and the untrue statement contained in or omission from such preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented).