Common use of Indemnification of the Agents Clause in Contracts

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, and each person, if any, who controls such Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify severally and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, incurred (to the extent the party seeking such indemnity is currently required to make a payment in respect of which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatenedindemnity is sought), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Statutory Prospectus, the Prospectus, or any Issuer Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to reimburse the applicable Agent and each extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such directoruntrue statement or omission, officeror any such alleged untrue statement or omission, member, partner, affiliate, agent, employee and controlling person for if such settlement is effected with the written consent of the Company; and (iii) against any and all reasonable and documented expenses expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable an Agent) as such expenses are ), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such any Agent expressly specifically for use in the Registration StatementStatement (or any amendment thereto) or any preliminary prospectus or the Statutory Prospectus, the Prospectus, or any such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directorstheir affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, officersan “Affiliate”)), membersselling agents, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such Agent the Agents within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package 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 Shares (“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 in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any Governmental Entity, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with information furnished by such Agent to the Company consists of by the information set forth Agents in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havewriting expressly for use therein.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directorstheir respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, officersan “Affiliate”)), membersselling agents, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package 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 Shares (“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 in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any Governmental Entity, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with information furnished by such Agent to the Company consists of by the information set forth Agents in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havewriting expressly for use therein.

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentof the Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (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 (iii) any untrue statement or alleged untrue statement of a material fact contained in 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 Shares, 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectuses or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowProspectus. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Agent, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule Rules 430A, 430B or 430C under the Securities Act, as applicable, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company and the Operating Partnership in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company and the Operating Partnership (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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company and the Operating Partnership shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectus or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowProspectus. The indemnity agreement set forth obligation in this Section 6(a5(a) shall be is in addition to any liabilities liability that the Company may or the Operating Partnership might otherwise havehave under applicable law.

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentof the Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Canadian Securities Laws or other federal federal, provincial, territorial or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (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 (iii) any untrue statement or alleged untrue statement of a material fact contained in 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 Shares, 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectuses or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowProspectus. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentof the Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (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 (iii) any untrue statement or alleged untrue statement of a material fact contained in 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 Shares, 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectuses or any such Permitted Free Writing Prospectus Prospectus; and, provided further, that none of the foregoing indemnities shall apply if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or the Prospectus (or any amendment or supplement thereto), it being understood and agreed a regulatory authority in a final ruling from which no appeal can be made shall determine that the only losses, liability, claims, damages or expenses resulted solely from the gross negligence, fraud or willful misconduct of an indemnified party claiming indemnity, in which case this indemnity agreement shall cease to apply to such information furnished by indemnified party in respect of such Agent to claim. For greater certainty, the Company consists and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Prospectuses contained no misrepresentation shall constitute “gross negligence”, “fraud” or “wilful misconduct” for the purposes of this Section 5 or otherwise disentitle the information set forth in subsection (b) belowAgents from indemnification hereunder. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damagedamage and expense whatsoever (including, liability or expensesubject to the limitations set forth in subsection (c) below, the reasonable fees and disbursements of counsel chosen by the Agents), as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, liability, claim, damage, liability damage or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, Statement 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 (ii) arises out of any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses expense whatsoever (including including, subject to the limitations set forth in subsection (c) below, the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) Agents), as such expenses are reasonably incurred incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by the applicable Agent any governmental agency or such directorbody, officercommenced or threatened, memberor of any claim whatsoever, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any insofar as such loss, liability, claim, damagedamage or expense arises out of any such untrue statement or omission, liabilityor any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including, subject to the limitations set forth in subsection (c) below, the reasonable fees and disbursements of counsel chosen by the Agents), as incurred, reasonably incurred in investigating, preparing or actiondefending against any litigation, or 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; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense (A) to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon the Form T-1 under the 1939 Act filed as an exhibit to the Registration Statement; or (B) to the extent arising out of any untrue statement or omission or alleged untrue statement or omission in the Prospectus, if such untrue statement or alleged untrue statement or omission or alleged omission made is corrected in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any an amendment or supplement thereto)to the Prospectus and if, it being understood and agreed that the only such information having previously been furnished by or on behalf of the Company with copies of the Prospectus, as so amended or supplemented, such Agent thereafter failed to deliver such Prospectus, as so amended or supplemented, prior to or concurrently with the sale of a Note or Notes to the person asserting such loss, liability, claim, damage or expense who purchased such Note or Notes that are the subject thereof from such Agent; or (C) as to which such Agent may be required to indemnify the Company consists pursuant to the provisions of the information set forth in subsection (b) below. The indemnity agreement set forth in of this Section 6(a7; or (D) shall be in addition to if such loss, liability, claim, damage or expense is covered by any liabilities that other written agreement between the Company and such Agent pertaining to the sale of the Notes pursuant to which such Agent may otherwise havebe required to indemnify the Company for such loss, liability, claim, damage or expense.

Indemnification of the Agents. The Company agrees to and the Operating Partnership shall indemnify and hold harmless each Agentthe Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, affiliates and agents of the Agents and each person, if any, who controls such Agent the Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule Rules 430A, 430B under the Securities Actor 430C, as applicable, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 (iii) any untrue statement or alleged untrue statement of a material fact contained in 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 Shares, 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in Schedule 2 hereof to the Company and the Operating Partnership by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectus or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowProspectus. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directorsof their affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, officersan “Affiliate”)), members, partners, affiliates, selling agents and employees, and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included (A) in any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or (B) any roadshow or investor presentations 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 General Disclosure Package or the Prospectus or in any roadshow or investor presentations made to investors by the Company (whether in person or electronically) 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any Governmental Entity, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with information furnished by such Agent to the Company consists of by the information set forth Agents in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havewriting expressly for use therein.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents its respective officers and employees, and each person, if any, who controls such Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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, misleading and to reimburse the applicable each Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable such Agent) as such expenses are reasonably incurred by the applicable such Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent the Agents to the Company consists of the information set forth described in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expense, damage and expense whatsoever as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, in the Statutory Prospectus, the Prospectus, any preliminary prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or any amendment thereto, including any information deemed “issuer information” filed or required to be a part thereof filed pursuant to Rule 430B 433(d) under the Securities Act, 1933 Act or arising out of or based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or ; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or 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 referred to in subsection (i) above, or any such alleged untrue statement of a material fact contained in any Free Writing Prospectus that or omission, if such settlement is effected with the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) written consent of the Securities Act or the Prospectus Company; and (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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for iii) against any and all reasonable and documented expenses expense whatsoever, as incurred (including including, the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceedings by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such any Agent expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus document referred to (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (bi) belowabove. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities that liability which the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify severally and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in order the Prospectus (or any amendment or supplement thereto) or any applicable Issuer Free Writing Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage, and expense whatsoever, as incurred, to reimburse the applicable Agent and each extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such directoruntrue statement or omission, officeror any such alleged untrue statement or omission, member, partner, affiliate, agent, employee and controlling person for if such settlement is effected with the written consent of the Company; and (iii) against any and all reasonable and documented expenses whatsoever (including the reasonable and documented fees and disbursements of counsel chosen by an Agent to the applicable Agent) extent authorized in Section 8(c)), as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such Agent the Agents expressly for use in the Registration Statement, Statement (or any such amendment or supplement thereto) or Prospectus (or any amendment or supplement thereto) or any applicable Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentof the Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (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 (iii) any untrue statement or alleged untrue statement of a material fact contained in 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 Shares, 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectuses or any such Permitted Free Writing Prospectus and, provided further, that none of the foregoing indemnities shall apply if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or the Prospectus (or any amendment or supplement thereto), it being understood and agreed a regulatory authority in a final ruling from which no appeal can be made shall determine that the only losses, liability, claims, damages or expenses resulted from the gross negligence, fraud or willful misconduct of an indemnified party claiming indemnity, in which case this indemnity shall cease to apply to such information furnished by indemnified party in respect of such Agent to claim. For greater certainty, the Company consists and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Prospectuses contained no misrepresentation shall constitute "gross negligence" , "fraud" or "willful misconduct" for the purposes of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall 5 or otherwise disentitle the Agents from indemnification hereunder. This indemnity will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damagedamage and expense whatsoever (including, liability or expensesubject to the limitations set forth in subsection (c) below, the reasonable fees and disbursements of counsel chosen by the Agents), as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, liability, claim, damage, liability damage or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, Statement 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 (ii) arises out of any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses expense whatsoever (including including, subject to the limitations set forth in subsection (c) below, the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) Agents), as such expenses are reasonably incurred incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by the applicable Agent any governmental agency or such directorbody, officercommenced or threatened, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying of any claim whatsoever insofar as such loss, liability, claim, damagedamage or expense arises out of any such untrue statement or omission, liabilityor any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including, subject to the limitations set forth in subsection (c) below, the reasonable fees and disbursements of counsel chosen by the Agents), as incurred, reasonably incurred in investigating, preparing or actiondefending against any litigation, or 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; providedPROVIDED, howeverHOWEVER, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense (A) to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon the Form T-1; or (B) to the extent arising out of any untrue statement or omission or alleged untrue statement or omission in the Prospectus if such untrue statement or alleged untrue statement or omission or alleged omission made is corrected in reliance upon and all material respects in conformity with written information furnished to the Company by such Agent expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any an amendment or supplement thereto)to the Prospectus and if, it being understood and agreed that the only such information having previously been furnished by or on behalf of the Company with copies of the Prospectus, as so amended or supplemented, such Agent thereafter failed to deliver such Prospectus, as so amended or supplemented, prior to or concurrently with the sale of a Note or Notes to the person asserting such loss, liability, claim, damage or expense who purchased such Note or Notes which are the subject thereof from such Agent; or (C) as to which such Agent may be required to indemnify the Company consists pursuant to the provisions of the information set forth in subsection (b) below. The indemnity agreement set forth in of this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have7.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s its directors, officers, members, partners, affiliates, agents officers and employeesagents, and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act), or the any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act Supplement or the Prospectus (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus or the General Disclosure Package or any “issuer information” (as defined in Rule 433(h) under the Securities Act) filed or required to be filed pursuant to Rule 433(a) under the Securities Act, 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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, if such settlement is effected with the written consent of the Company; and (including iii) against any and all expense whatsoever, as incurred (including, subject to Section 7(c) hereof, the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agent(s)), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such any Agent expressly for use in the Registration StatementStatement (or any amendment thereto) the Base Prospectus, any such Free Writing Prospectus Supplement or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that or any Issuer Free Writing Prospectus or any General Disclosure Package, or made in reliance upon the only such information furnished by such Agent Trustee’s Form T-1 filed as an exhibit to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveRegistration Statement.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directors, officers, members, partners, affiliates, agents their respective officers and employees, and each person, if any, who controls such an Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 (iii) any act or failure to act or any alleged act or failure to act by the Agents in connection with, or relating in any manner to, the Common Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Agents through their bad faith or willful misconduct, and to reimburse the applicable Agent Agents and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable AgentAgents) as such expenses are reasonably incurred by the applicable Agent Agents or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent the Agents to the Company consists of the information set forth in subsection (b) belowthe first sentence of the ninth paragraph under the caption “Plan of Distribution” in the Prospectus. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents of their officers and employees, and each person, if any, who controls such the applicable Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, joint or several, to which such Agent the Agents or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 (iii) any act or failure to act or any alleged act or failure to act by an Agent in connection with, or relating in any manner to, the Common Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Agent through its bad faith or willful misconduct, and to reimburse the applicable such Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable such Agent) as such expenses are reasonably incurred by the applicable such Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists solely of the information set forth name of such Agent and the first sentence of the ninth paragraph under the caption “Plan of Distribution” in subsection the Prospectus (b) belowcollectively, the “Agents 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 of the Agents. The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expense, damage and expense whatsoever as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, in the Statutory Prospectus, the Prospectus, any preliminary prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or any amendment thereto, including any information deemed “issuer information” filed or required to be a part thereof filed pursuant to Rule 430B 433(d) under the Securities Act, 1933 Act or arising out of or based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or ; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or 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 referred to in subsection (i) above, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(dand the Operating Partnership; and (iii) of the Securities Act 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for against any and all reasonable and documented expenses expense whatsoever, as incurred (including including, the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceedings by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company or the Operating Partnership by such any Agent expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus document referred to (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (bi) belowabove. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities that liability which the Company or the Operating Partnership may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expense, damage and expense whatsoever as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any the information deemed to be a part thereof of the Registration Statement pursuant to Rule 430B under 434 of the Securities Act1933 Act Regulations, 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; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), ) or the omission omission, or alleged omission therefrom 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or 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 referred to in subsection (including i) above, or any such alleged untrue statement or omission, if such settlement is effected with the reasonable written consent of the Company; and (iii) against any and documented all expense whatsoever, as incurred (including, the fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceedings by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such any Agent expressly for use in the Registration Statement, Statement (or any such Free Writing Prospectus amendment thereto) or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify severally and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in order the Prospectus (or any amendment or supplement thereto) or any applicable Issuer Free Writing Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage, and expense whatsoever, as incurred, to reimburse the applicable Agent and each extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such directoruntrue statement or omission, officeror any such alleged untrue statement or omission, member, partner, affiliate, agent, employee and controlling person for if such settlement is effected with the written consent of the Company; and (iii) against any and all reasonable and documented expenses whatsoever (including the reasonable and documented fees and disbursements of counsel chosen by an Agent to the applicable Agent) extent authorized in Section 8(c)), as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such Agent the Agents expressly for use in the Registration Statement, Statement (or any such amendment or supplement thereto) or Prospectus (or any amendment or supplement thereto) or any applicable Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to will indemnify and hold harmless each Agentthe Agents, each Agent’s directorstheir respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations), officersselling agents, members, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any losslosses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which any such Agent or such director, officer, partner, affiliate, agent, employee or controlling person indemnified party may become subject, under the Securities Act, the Exchange Act, other federal 1933 Act or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment or supplement thereto, including any information deemed Issuer Free Writing Prospectus or any “issuer information” filed or required to be a part thereof filed pursuant to Rule 430B 433(d) under the Securities 1933 Act, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 to will reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person indemnified party for any and all reasonable and documented legal or other expenses (including the reasonable and documented fees and disbursements of counsel chosen reasonably incurred by the applicable Agent) such indemnified party in connection with investigating or defending any such action or claim as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionincurred; provided, however, that the foregoing indemnity agreement Company shall not apply be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the General Disclosure Package or the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havetherein.

Indemnification of the Agents. The Company Partnership agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directorstheir respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, officersan “Affiliate”)), membersselling agents, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package 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 Partnership in connection with the marketing of any offering of Units (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Partnership (whether in person or electronically), or the omission or alleged omission therefrom in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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; provided that any such settlement is effected with the written consent of the Partnership; (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any Governmental Entity, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with information furnished by such Agent to the Company consists of Partnership by the information set forth Agents in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havewriting expressly for use therein.

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentof the Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Laws or any other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (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 (iii) any untrue statement or alleged untrue statement of a material fact contained in 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 Offered Shares, 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Offered Shares in the offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectuses or any such Permitted Free Writing Prospectus Prospectus; and, provided further, that none of the foregoing indemnities shall apply if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or the Prospectus (or any amendment or supplement thereto), it being understood and agreed a regulatory authority in a final ruling from which no appeal can be made shall determine that the only losses, liability, claims, damages or expenses resulted from the gross negligence, fraud or willful misconduct of an indemnified party claiming indemnity, in which case this indemnity agreement shall cease to apply to such information furnished by indemnified party in respect of such Agent to claim. For greater certainty, the Company consists and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Prospectuses contained no misrepresentation shall constitute “gross negligence”, “fraud” or “wilful misconduct” for the purposes of this Section 6 or otherwise disentitle the information set forth in subsection (b) belowAgents from indemnification hereunder. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s its affiliates, directors, officers, members, partners, affiliates, agents employees and employeesagents, and each person, if any, who controls such any Agent within the meaning of the Securities 1933 Act or and the Exchange 1934 Act from and against any loss, claim, damage, liability or expense, as incurred, to which such Agent Agent, its directors, affiliates, officers, employees, agents or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities 1933 Act, or the caused by any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus that Prospectus, the Company has usedinformation contained in the General Disclosure Package, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the caused by any omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, and to reimburse the applicable Agent each Agent, its directors, affiliates, officers, employees, agents and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable AgentAgents) as such expenses are reasonably incurred by the applicable Agent such Agent, or its officers, affiliates, directors, employees and agents or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration Statement, any such Issuer Free Writing Prospectus Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such the Agent to the Company consists of the information set forth described as such in subsection (b) belowof this Section 6. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to will indemnify and hold harmless each Agent, each Agent’s its partners, members, directors, officers, members, partners, affiliates, agents and employees, agents, affiliates and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person Indemnified Party may become subject, under the Securities 1933 Act, the Exchange 1934 Act, other federal or state statutory law or regulation, regulation or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement, the General Disclosure Package, the Prospectus or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities ActIssuer Free Writing Prospectus, or arise out of or are based upon 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 to will reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person Indemnified Party for any and all reasonable and documented legal or other expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person Indemnified Party in connection with investigating, defending, settling, compromising investigating or paying defending against any such loss, claim, damage, liability, expense action, litigation, investigation or actionproceeding 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 the foregoing indemnity agreement shall Company will not apply be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any an untrue statement or alleged untrue statement in or omission or alleged omission made from any of such documents in reliance upon and in conformity with written information furnished to the Company by such Agent expressly any specifically for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that as of the date hereof the only such information furnished by such any Agent to the Company consists of the information set forth described in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company Westpac agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directorstheir respective affiliates, officersas such term is defined in Rule 405 of the Securities Act Regulations, members, their respective partners, affiliates, agents directors and employees, officers and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any General Disclosure Package, any Permitted Free Writing Prospectus that the Company has usedor any Prospectus, referred to or filedincluding in each case, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom therefrom, in each case, 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; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to reimburse the applicable Agent and each extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such directoruntrue statement or omission, officer, member, partner, affiliate, agent, employee and controlling person for or any such alleged untrue statement or omission; provided that (subject to Section 11(d) hereof) any such settlement is effected with the prior written consent of Westpac; and (iii) against any and all reasonable and documented expenses expense whatsoever (including including, subject to Section 11(c) hereof, the reasonable and documented fees and disbursements of counsel chosen by the applicable Agentin accordance with Section 11(c) hereof), as such expenses are reasonably incurred by the applicable Agent or such directorincurred, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company Westpac by such any Agent expressly for use in the Registration StatementStatement or the Base Prospectus, any such Preliminary Prospectus, any General Disclosure Package, any Issuer Free Writing Prospectus or the Permitted Free Writing Prospectus (or any Prospectus or, in each case, any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directors, officers, members, partners, their affiliates, agents directors and employees, officers and each person, if any, who controls such Agent the Agents within the meaning of Section 15 of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other federal expenses incurred in connection with any suit, action or state statutory law proceeding or regulationany claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigationare based upon, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; , or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (or any amendment or supplement thereto), any Permitted Free Writing Prospectus or any "issuer information" filed or required to be filed pursuant to Rule 433(d) under the Act, or caused by any omission or alleged omission therefrom of to state therein 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 to reimburse the applicable Agent and in each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are reasonably incurred by the applicable Agent or such directorbased upon, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the 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 any information relating to the Agents furnished to the Company in writing by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)therein, it being understood and agreed that the only such information furnished by such Agent to the Company Agents consists of the information set forth described as such in subsection paragraph (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and ----------------------------- hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or 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, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the reasonable and documented fees and disbursements of counsel chosen by the applicable such Agent) ), as such expenses are incurred, reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, -------- ------- liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus Statement (or any amendment or supplement thereto), it being understood and agreed that or made in reliance upon the only such information furnished by such Agent Trustee's Statement of Eligibility under the 1939 Act filed as an exhibit to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveRegistration Statement.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 to reimburse the applicable Agent and each unless such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration StatementStatement or the Prospectus; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such Free Writing Prospectus untrue statement or the Prospectus (omission, or any amendment such alleged untrue statement or supplement theretoomission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Agents), it being understood and agreed that the only reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such information furnished by untrue statement or omission, or any such Agent alleged untrue statement or omission, to the Company consists of the information set forth in subsection extent that any such expense is not paid under (bi) belowor (ii) above. The indemnity agreement set forth in this Section 6(a) shall be in addition is subject to the condition that, insofar as it relates to any liabilities that untrue statement or omission, or any alleged untrue statement or omission, made in the Company may otherwise have.Prospectus but eliminated or remedied in an amended or supplemented Prospectus at the time of the sale of the related Note, it shall not inure to the benefit of any Agent (or to the benefit of any person who controls any such Agent) if a copy of the Prospectus as amended or supplemented at the time of the sale of such Note, excluding documents incorporated

Indemnification of the Agents. The Company agrees and the Guarantor jointly and severally agree to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act), 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 (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act preliminary 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 to reimburse the applicable Agent and each misleading unless such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company and the Guarantor by such Agent the Agents expressly for use in the Registration StatementStatement or the Prospectus; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such Free Writing untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company and the Guarantor; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by such 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 subparagraph (i) or (ii) above. The indemnity is subject to the conditions that, insofar as it relates to any untrue statement or omission, or any alleged untrue statement or omission, made in a preliminary prospectus or the Prospectus but eliminated or remedied in the Prospectus or in an amended or supplemented Prospectus, as the case may be, at the time of the sale of the related Note, it shall not inure to the benefit of an Agent (or to the benefit of any person who controls such Agent) if a copy of the Prospectus or the Prospectus (as amended or any amendment supplemented at the time of the sale of such Note, as the case may be, excluding documents incorporated therein by reference, was delivered by the Company or supplement thereto), it being understood and agreed that the only Guarantor to such information furnished Agent a reasonable amount of time in advance of the delivery of written confirmations by such Agent to investors but such Agent failed to deliver such Prospectus or the Company consists Prospectus as amended or supplemented, as the case may be, to the person in question at or prior to the time required by the 1933 Act and the receipt of such Prospectus or the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition Prospectus as amended or supplemented, as the case may be, would have constituted a sufficient defense to any liabilities that the Company may otherwise haveclaim asserted by such person.

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agent‎each of the Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each the Agents and each person, if any‎any, who controls such Agent any Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ‎Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages ‎‎(including, without limitation, any and all investigative, legal and other expenses reasonably ‎incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding ‎between any of the indemnified parties and any indemnifying parties or between any indemnified ‎party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may ‎may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation‎regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises ‎damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material ‎material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall ‎documents incorporated therein by reference, or the omission or alleged omission therefrom of a material ‎material fact required to be stated therein or necessary to make the statements therein not misleading; ‎misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any ‎any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), ‎thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make ‎make the statements therein, in the light of the circumstances under which they were made, not misleading‎misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in ‎any materials or information provided to investors by, and or with the approval of, the Company in ‎connection with the marketing of the offering of the Shares, including any roadshow or investor ‎presentations made to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen investors by the applicable AgentCompany (whether in person or electronically) as such expenses are reasonably incurred by or the applicable Agent ‎omission or such directoralleged omission therefrom of a material fact necessary in order to make the ‎statements therein, officerin the light of the circumstances under which they were made, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionnot misleading; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to the extent that such loss, ‎claim, liability, expense or damage arises from the sale of the Shares in the public offering to any loss, claim, damage, liability or expense to ‎person by the extent, but only to the extent, arising out of or Agents and is based upon any untrue statement or alleged on an untrue statement or omission or alleged untrue statement ‎or omission made in reliance upon on and in conformity with written information furnished relating to the Agents ‎furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement‎Statement, the Prospectus or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowProspectus. The This indemnity agreement set forth in this Section 6(a) shall ‎will be in addition to any liabilities liability that the Company may might otherwise have.have.‎

Indemnification of the Agents. The Company agrees to indemnify and ----------------------------- hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in order the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or 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, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such Agent the Agents expressly for use in the Registration Statement, Statement (or any such Free Writing Prospectus amendment thereto) or the Prospectus (or any amendment or supplement thereto), it being understood and agreed provided further, however, that the only such information furnished indemnity agreement contained in this subsection 8(a) shall not inure to the benefit of an Agent with respect to any loss, liability, claim, damage or expense arising from the sale of Notes by such Agent to any person if all of the following occur: (x) such Agent has failed to send or give a copy of the Prospectus (excluding documents incorporated by reference), as it may then have been amended or supplemented, to that person at or prior to the time of written confirmation of such sales to such person and such delivery to such person is required by the 1933 Act; (y) the untrue statement or alleged untrue statement of a material fact in or omission or alleged omission of a material fact from a previous form of the Prospectus was corrected in the Prospectus, as then amended or supplemented; and (z) such Agent shall have been notified as to such amendment or supplement as set forth herein and the Company consists shall have delivered copies of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition Prospectus, as so amended or supplemented, to any liabilities that the Company may otherwise havesuch Agent.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (a "Controlling Person") against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurredincurred (including, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Actextent provided herein, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations fees and disbursements of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding counsel chosen by any governmental agency or body, commenced or threatenedsuch Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or the Previous Registration Statement (or, or in each case, any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act), 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 (ii) any arising out of an untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) to the extent 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 any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 8(d) hereof) any such settlement is effected with the written consent of the Company, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agentiii) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall does not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any an untrue statement or omission or alleged untrue statement or omission or alleged omission (A) made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement or the Previous Registration Statement (or, in each case, any such Free Writing Prospectus amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that (B) made in the only such information Form T-1 or (C) made in any preliminary prospectus supplement if a copy of the final prospectus supplement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Agent at or prior to the Company consists confirmation of the information sale of a Note or Notes to the person asserting such loss, liability, claim, damage or expense who purchased such Note or Notes which are the subject thereof from such Agent, and if the final prospectus supplement (as so amended or supplemented) had been sent or given to such person at or prior to confirmation it would have relieved the Company, the Agent and any Controlling Person of any liability for such loss, liability, claim, damage or expense; provided, further, that in the case of clause (C) above, the Company shall have delivered the final prospectus supplement in compliance with the time schedule set forth in subsection (bSection 4(e) below. The indemnity agreement set forth in of this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveAgreement.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directorstheir respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, officersan “Affiliate”)), membersselling agents, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package 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 Shares (“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 in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any Governmental Entity, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with information furnished by such Agent to the Company consists by the Agents in writing expressly for use therein, such information consisting solely of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveAgent Information.

Indemnification of the Agents. The Company agrees to indemnify severally and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, incurred (to the extent the party seeking such indemnity is currently required to make a payment in respect of which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatenedindemnity is sought), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to reimburse the applicable Agent and each extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such directoruntrue statement or omission, officeror any such alleged untrue statement or omission, member, partner, affiliate, agent, employee and controlling person for if such settlement is effected with the written consent of the Company; and (iii) against any and all reasonable and documented expenses expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable an Agent) as such expenses are ), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such Agent the Agents expressly for use in the Registration Statement, Statement (or any such Free Writing Prospectus amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s its officers, directors, officers, members, partners, affiliates, agents and employees, affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), and selling agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in (A) any preliminary prospectus, any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act Disclosure Package 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 Shares (“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 in any preliminary prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials, as the case may be, 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, or in the Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood in each case in reliance upon and agreed that in conformity with the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveInformation.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever ("Losses"), as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact 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 order the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the applicable Agent and each unless such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or such alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration StatementStatement or the Prospectus; (ii) Losses shall include the aggregate amount paid in settlement of any litigation, any such Free Writing Prospectus investigation or the Prospectus (proceeding by any governmental agency or body, com menced or threatened, or any amendment claim whatsoever based upon any such untrue statement or supplement theretoomission or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) Losses shall include any and all expense whatsoever (including the fees and disbursements of counsel chosen by such Agent), it being understood and agreed that the only reasonably incurred in investigating, preparing or defending against any litigation, any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such information furnished by untrue statement or omission, or any such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havealleged untrue statement or omission.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s its directors, officers, membersemployees and affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, partnersan “Affiliate”)), affiliates, selling agents and employees, and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expenseand damage whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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, in each case, based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood in each case in reliance upon and agreed that in conformity with the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveInformation.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such any Agent within the meaning of either the Securities Act or the Exchange Act against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Agent or and such director, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement as originally filed or in any amendment theretothereof, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act applicable Disclosure Package or the Prospectus (Prospectus, or any amendment or supplement thereto)thereof, or the any omission or alleged omission therefrom of to state therein 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 agrees to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person indemnified party for any and all reasonable and documented legal or other expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable such Agent or such director, officer, member, partner, affiliate, agent, employee or and controlling person in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense liability or action; provided, however, that the foregoing indemnity agreement shall Company will not apply be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information related to an Agent furnished to the Company by or on behalf of such Agent expressly specifically for use inclusion in the Registration Statement, any such Free Writing Prospectus the applicable Disclosure Package or the Prospectus (or any amendment or supplement thereto)thereof, it being understood and agreed or arises out of or is based upon statements in or omissions from that the only such information furnished by such Agent to the Company consists part of the information set forth in subsection Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Trustee (bForm T-1) belowunder the Trust Indenture Act of either of the Trustees. The indemnity agreement set forth in this Section 6(aVIII(a) shall will be in addition to any liabilities that liability which the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directors, officers, members, partners, affiliates, agents their officers and employees, and each person, if any, who controls such Agent the Agents within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Agent the Agents or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 (iii) any act or failure to act or any alleged act or failure to act by the Agents in connection with, or relating in any manner to, the Common Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Agents through their bad faith or willful misconduct, and to reimburse the applicable Agent Agents and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable AgentAgents) as such expenses are reasonably incurred and documented by the applicable Agent Agents or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent the Agents to the Company consists of the information set forth first sentence of the ninth paragraph under the caption “Plan of Distribution” in subsection (b) belowthe Prospectus. The indemnity agreement set forth in this Section ‎Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agent, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule Rules 430A, 430B under the Securities Actor 430C, as applicable, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 (iii) any untrue statement or alleged untrue statement of a material fact contained in 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 Shares, 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectus or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowProspectus. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents its respective officers and employees, and each person, if any, who controls such Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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, misleading and to reimburse the applicable each Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable such Agent) as such expenses are reasonably incurred by the applicable such Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent the Agents to the Company consists of the information set forth in subsection (b) belowthe first sentence of the ninth paragraph under the caption “Plan of Distribution” in the Prospectus. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentof the Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (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 (iii) any untrue statement or alleged untrue statement of a material fact contained in 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 Shares, 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectuses or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowProspectus. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company Partnership agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directorstheir respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, officersan “Affiliate”)), membersselling agents, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental entity, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with information furnished by such Agent to the Company consists of Partnership by the information set forth Agents in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havewriting expressly for use therein.

Indemnification of the Agents. The Company agrees to ----------------------------- indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (1) against any and all loss, claimliability, damage, liability or expenseclaim and damage whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act), 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 (ii) any arising out of an untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act preliminary 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (2) against any and all reasonable loss, liability, claim, damage and documented expenses 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 any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 8(d) hereof) any such settlement is effected with the written consent of the Company; and (3) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable such Agent) as such expenses are ), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatso- ever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under subparagraph (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall does not apply to any loss, liability, -------- ------- claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or alleged an 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 the Agents expressly for use in the Registration Statement, Statement (or any such Free Writing Prospectus amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided further, it being understood and agreed that the only such information furnished by such Agent indemnity with respect to the Company consists -------- ------- Prospectus shall not inure to the benefit of any Agent (or any person controlling any Agent) from whom the person asserting any such loss, liability, claim, damage or expense purchased the Notes which are the subject thereof if such person did not receive a copy of the information set forth Prospectus (or the Prospectus as supplemented), excluding documents incorporated therein by reference, at or prior to the confirmation of the sale of such Notes to such person in subsection (b) below. The indemnity agreement set forth any case where such delivery is required by the 1933 Act and the untrue statement or omission of a material fact contained in this Section 6(a) shall be the Prospectus was corrected in addition to any liabilities that the Company may otherwise haveProspectus as supplemented.

Indemnification of the Agents. The Company Each i3 Verticals Party, jointly and severally, agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directorstheir respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, officersan “Affiliate”)), membersselling agents, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such Agent the Agents within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package 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 Shares (“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 in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are ), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any Governmental Entity, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with information furnished by such Agent to the Company consists of by the information set forth Agents in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havewriting expressly for use therein.

Indemnification of the Agents. The Company agrees to indemnify ----------------------------- and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in order the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or 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, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such Agent the Agents expressly for use in the Registration Statement, Statement (or any such Free Writing Prospectus amendment thereto) or the Prospectus (or any amendment or supplement thereto), it being understood and agreed provided further, however, that the only such information furnished indemnity agreement contained in this subsection 8(a) shall not inure to the benefit of an Agent with respect to any loss, liability, claim, damage or expense arising from the sale of Notes by such Agent to any person if all of the following occur: (x) such Agent has failed to send or give a copy of the Prospectus (excluding documents incorporated by reference), as it may then have been amended or supplemented, to that person at or prior to the time of written confirmation of such sales to such person and such delivery to such person is required by the 1933 Act; (y) the untrue statement or alleged untrue statement of a material fact in or omission or alleged omission of a material fact from a previous form of the Prospectus was corrected in the Prospectus, as then amended or supplemented; and (z) such Agent shall have been notified as to such amendment or supplement as set forth herein and the Company consists shall have delivered copies of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition Prospectus, as so amended or supplemented, to any liabilities that the Company may otherwise havesuch Agent.

Indemnification of the Agents. The Company agrees to indemnify ------------------------------ severally and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, incurred (to the extent the party seeking such indemnity is currently required to make a payment in respect of which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatenedindemnity is sought), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act preliminary prospectus or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to reimburse the applicable Agent and each extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such directoruntrue statement or omission, officeror any such alleged untrue statement or omission, member, partner, affiliate, agent, employee and controlling person for if such settlement is effected with the written consent of the Company; and (iii) against any and all reasonable and documented expenses expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable an Agent) as such expenses are ), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such Agent the Agents expressly for use in the Registration Statement, Statement (or any such Free Writing Prospectus amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentthe Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of the Agents and each person, if any, who controls such Agent any of the Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (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 (iii) any untrue statement or alleged untrue statement of a material fact contained in 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 Shares, 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectuses or any such Permitted Free Writing Prospectus and, provided further, that none of the foregoing indemnities shall apply if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or the Prospectus (or any amendment or supplement thereto), it being understood and agreed a regulatory authority in a final ruling from which no appeal can be made shall determine that the only losses, liability, claims, damages or expenses resulted from the gross negligence, fraud or willful misconduct of an indemnified party claiming indemnity, in which case this indemnity agreement shall cease to apply to such information furnished by indemnified party in respect of such Agent to claim. For greater certainty, the Company consists and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Prospectuses contained no misrepresentation shall constitute “gross negligence” , “fraud” or “wilful misconduct” for the purposes of this Section 5 or otherwise disentitle the information set forth in subsection (b) belowAgents from indemnification hereunder. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each AgentAgent and each Forward Purchaser, each Agent’s their directors, officers, members, partners, affiliates, agents officers and employeesagents, and each person, if any, who controls such Agent and Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act), or the any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act Supplement or the Prospectus (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus or the General Disclosure Package or any “issuer information” (as defined in Rule 433(h) under the Securities Act) filed or required to be filed pursuant to Rule 433(a) under the Securities Act, 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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, if such settlement is effected with the written consent of the Company; and (including iii) against any and all expense whatsoever, as incurred (including, subject to Section 7(c) hereof, the reasonable and documented fees and disbursements of counsel chosen by the applicable AgentAgent(s) as such expenses are and Forward Purchaser(s)), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such any Agent or Forward Purchaser expressly for use in the Registration StatementStatement (or any amendment thereto), the Base Prospectus, any such Free Writing Prospectus Supplement or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that or any Issuer Free Writing Prospectus or any General Disclosure Package, or made in reliance upon the only such information furnished by such Agent Trustee’s Form T-1 filed as an exhibit to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveRegistration Statement.

Indemnification of the Agents. The Company agrees and the Operating Partnership jointly and severally agree to indemnify and hold harmless each Agentthe Agents, each Agent’s directorstheir respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, officersan “Affiliate”)), membersselling agents, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package 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 Shares (“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 in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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 6(d) hereof) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents, reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission), damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with information furnished by such Agent to the Company consists of by the information set forth Agents in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havewriting expressly for use therein.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to the Rule 430B under 430A Information and the Securities ActRule 434 Information, as 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 (ii) any arising out of an untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act preliminary 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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 8(d) hereof) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable such Agent) as such expenses are ), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damageto the extent that any such expense is not paid under subparagraph (i) or (ii) above; PROVIDED, liability, expense or action; provided, howeverHOWEVER, that the foregoing this indemnity agreement shall does not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or alleged an 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 the Agents expressly for use in the Registration StatementStatement (or any amendment thereto), including the relevant Rule 430A Information and Rule 434 Information, or any such Free Writing Prospectus preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that . The foregoing indemnity with respect to any untrue statement contained in or any omission from a preliminary prospectus shall not inure to the only such information furnished by benefit of any Agent (or any person who controls such Agent within the meaning of Section 15 of the 1933 Xxx) xxom whom the person asserting any such loss, liability, claim, damage or expense purchased any of the Notes that are the subject thereof if the Company shall sustain the burden of proving that such person was not sent or given a copy of the Prospectus (or any amendment or supplement thereto) at or prior to the Company consists written confirmation of the information set forth sale of such Notes to such person and the untrue statement contained in subsection or the omission from such preliminary prospectus was corrected in the Prospectus (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to or any liabilities that amendment or supplement thereto), unless such failure resulted from noncompliance by the Company may otherwise havewith its obligations hereunder to furnish the Agents with copies of the Prospectus (or any amendment or supplement thereto).

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in order the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the applicable Agent and each unless such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or such alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement or the Prospectus; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such Free Writing Prospectus untrue statement or the Prospectus (omission, or any amendment such alleged untrue statement or supplement thereto)omission, it being understood if such settlement is effected with the written consent of the Company; and (iii) against any and agreed that all expense whatsoever, as incurred, (including the only such information furnished fees and disbursements of counsel chosen by such Agent Agent) reasonably incurred in investigating, preparing or defending against any litigation, or 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 Company consists of the information set forth in subsection extent that any such expense is not paid under (bi) below. The indemnity agreement set forth in this Section 6(aor (ii) shall be in addition to any liabilities that the Company may otherwise haveabove.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact 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 order the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the applicable Agent and each unless such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or omission or such alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration StatementStatement or the Prospectus; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such Free Writing Prospectus untrue statement or the Prospectus (omission, or any amendment such alleged untrue statement or supplement thereto)omission, it being understood if such settlement is effected with the written consent of the Company; and (iii) against any and agreed that all expenses (including the only fees and disbursements of counsel chosen by the Agent) reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such information furnished by untrue statement or omission, or any such Agent alleged untrue statement or omission, to the Company consists of the information set forth in subsection extent that any such expense is not paid under (bi) below. The indemnity agreement set forth in this Section 6(aor (ii) shall be in addition to any liabilities that the Company may otherwise haveabove.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents its respective officers and employees, and each person, if any, who controls such Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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, misleading and to reimburse the applicable each Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable such Agent) as such expenses are reasonably incurred by the applicable such Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent the Agents to the Company consists of the information set forth described in subsection (b) below. The indemnity agreement set forth in this Section ‎Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents its officers and employees, and each person, if any, who controls such each Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such each Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Canadian Securities Laws, other federal federal, provincial or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or the Prospectuses, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (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; (iii) the failure of the Canadian Base Prospectus or the Canadian Prospectuses or any amendment or supplement to the Canadian Base Prospectus or the Canadian Prospectuses to contain full, true and plain disclosure of all material facts relating to the Common Shares and to the Company or (iv) any act or failure to act or any alleged act or failure to act by the Agents in connection with, or relating in any manner to, the Common Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii) or (iii) above, provided that the Company shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by an Agent through its bad faith, or willful misconduct, and to reimburse the applicable Agent Agents and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable AgentAgents) as such expenses are reasonably incurred by the applicable Agent Agents or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus Prospectuses (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent the Agents to the Company consists solely of the information set forth in subsection (b) belownames of the Agents. The indemnity agreement set forth in this Section ‎Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, and its officers, members, partners, affiliates, agents employees and employeesagents, and each person, if any, who controls such any Agent within the meaning of the Securities Act or the Exchange Act (an “Agent Affiliate”) against any loss, claim, damage, liability or expense, as incurred, to which such Agent or such director, officer, partneremployee, affiliate, agent, employee agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (iA) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A and 430B under the Securities Act, 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 (iiB) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 (C) any act or failure to act or any alleged act or failure to act by any Agent in connection with, or relating in any manner to, the Placement Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (A) or (B) above; and to reimburse the applicable each Agent and each such director, officer, memberemployee, partner, affiliate, agent, employee agent and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable AgentDeutsche Bank Securities) as such expenses are reasonably incurred by the applicable such Agent or such director, officer, memberemployee, partner, affiliate, agent, employee agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any Agent furnished to the Company by such any Agent expressly for use in the Registration Statement, Prospectus or any such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a9(a)(i) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directorstheir respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, officersan “Affiliate”)), membersselling agents, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package 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 Shares (“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 in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any Governmental Entity, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with information furnished by such Agent to the Company consists of by the information set forth Agents in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havewriting expressly for use therein.

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentof the Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each of the Agents and each person, if any, who controls such any Agent within the meaning of the Securities Act or the Exchange Act National Instrument 62-104 –Take-Over Bids and Issuer Bids and Regulation 62‑104 respecting Take-Over Bids and Issuer Bids in Québec (collectively, “NI 62‑104”)from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Canadian Securities Act, the Exchange Act, Laws or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus (or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that materials or information provided to investors by, or with the approval of, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) in connection with the marketing of the Securities Act offering of the Shares, including any roadshow or investor presentations made to investors by the Prospectus Company (whether in person or any amendment or supplement thereto), 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration StatementProspectus and, provided further, that none of the foregoing indemnities shall apply if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the losses, liability, claims, damages or expenses resulted from the gross negligence, fraud or willful misconduct of an indemnified party claiming indemnity, in which case this indemnity shall cease to apply to such indemnified party in respect of such claim. For greater certainty, the Company and the Agents agree that they do not intend that any failure by the Agents to conduct such Free Writing Prospectus or reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Prospectus (contained no misrepresentation shall constitute “gross negligence”, “fraud” or any amendment or supplement thereto), it being understood and agreed that “willful misconduct” for the only such information furnished by such Agent to the Company consists purposes of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall 5 or otherwise disentitle the Agents from indemnification hereunder. This indemnity will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company agrees to indemnify severally and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the Securities 1933 Act or the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Statements (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in order the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to reimburse the applicable Agent and each extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such directoruntrue statement or omission, officeror any such alleged untrue statement or omission, member, partner, affiliate, agent, employee and controlling person for if such settlement is effected with the written consent of the Company; and (iii) against any and all reasonable and documented expenses expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable an Agent) as such expenses are ), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus Statements (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directorsits selling agents, officers, members, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package 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 Shares (“Marketing Materials”), including any road show or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom from any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or from any 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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; provided, that (including subject to Section 6(d) below) any such settlement is effected with the reasonable written consent of the Company; and (iii) against any and documented all expense whatsoever, as incurred (including, subject to Section 6(c), the fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any Governmental Entity, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such Free Writing Prospectus information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with information furnished by such Agent to the Company consists of the information set forth by an Agent in subsection writing expressly for use therein (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have“Agent Information”).

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directorsits selling agents, officers, members, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, any Issuer Free Writing Prospectus that Prospectus, the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act General Disclosure Package or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom from any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) 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 to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses 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; provided, that (including subject to Section 6(d) hereof) any such settlement is effected with the reasonable prior written consent of the Company; and (iii) against any and documented all expense whatsoever, as incurred (including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any Governmental Entity, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under Section 6(a)(i) or action6(a)(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any such Issuer Free Writing Prospectus Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with information furnished by such Agent to the Company consists of by an Agent in writing expressly for use therein (the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have“Agent Information”).

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentthe Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of the Agents and each person, if any, who controls such Agent any of the Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange ActAct or other federal, other federal provincial or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (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 (iii) any untrue statement or alleged untrue statement of a material fact contained in 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 Shares, 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectuses or any such Permitted Free Writing Prospectus and, provided further, that none of the foregoing indemnities shall apply if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or the Prospectus (or any amendment or supplement thereto), it being understood and agreed a regulatory authority in a final ruling from which no appeal can be made shall determine that the only losses, liability, claims, damages or expenses resulted from the gross negligence, fraud or willful misconduct of an indemnified party claiming indemnity, in which case this indemnity agreement shall cease to apply to such information furnished by indemnified party in respect of such Agent to claim. For greater certainty, the Company consists and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Prospectuses contained no misrepresentation shall constitute ‘gross negligence’ , ‘fraud’ or ‘wilful misconduct’ for the purposes of this Section 5 or otherwise disentitle the information set forth in subsection (b) belowAgents from indemnification hereunder. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentof the Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (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 (iii) any untrue statement or alleged untrue statement of a material fact contained in 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 Shares, 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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectuses or any such Permitted Free Writing Prospectus and, provided further, that none of the foregoing indemnities shall apply if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or the Prospectus (or any amendment or supplement thereto), it being understood and agreed a regulatory authority in a final ruling from which no appeal can be made shall determine that the only losses, liability, claims, damages or expenses resulted solely from the gross negligence, fraud or willful misconduct of an indemnified party claiming indemnity, in which case this indemnity agreement shall cease to apply to such information furnished by indemnified party in respect of such Agent to claim. For greater certainty, the Company consists and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Prospectuses contained no misrepresentation shall constitute “gross negligence”, “fraud” or “wilful misconduct” for the purposes of this Section 5 or otherwise disentitle the information set forth in subsection (b) belowAgents from indemnification hereunder. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act (a "Controlling Person") against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurredincurred (including, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Actextent provided herein, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations fees and disbursements of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding counsel chosen by any governmental agency or body, commenced or threatenedsuch Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or the Previous Registration Statement (or, or in each case, any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act), 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 (ii) any arising out of an untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) to the extent 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 any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 8(d) hereof) any such settlement is effected with the written consent of the Company, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agentiii) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor any investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall does not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon any an untrue statement or omission or alleged untrue statement or omission or alleged omission (A) made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration StatementStatement or the Previous Registration Statement (or, in each case, any such Free Writing Prospectus amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that (B) made in the only such information Form T-1 or (C) made in any preliminary prospectus supplement if a copy of the final prospectus supplement (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Agent at or prior to the Company consists confirmation of the information sale of a Note or Notes to the person asserting such loss, liability, claim, damage or expense who purchased such Note or Notes which are the subject thereof from such Agent, and if the final prospectus supplement (as so amended or supplemented) had been sent or given to such person at or prior to confirmation it would have relieved the Company, the Agent and any Controlling Person of any liability for such loss, liability, claim, damage or expense; provided, further, that in the case of clause (C) above, the Company shall have delivered the final prospectus supplement in compliance with the time schedule set forth in subsection (bSection 4(e) below. The indemnity agreement set forth in of this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveAgreement.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents its respective officers and employees, and each person, if any, who controls such Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 to reimburse the applicable each Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented out-of-pocket fees and disbursements of counsel chosen by the applicable such Agent) as such expenses are reasonably incurred by the applicable such Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability liability, expense or expense action to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent the Agents to the Company consists of the information set forth first sentence of the ninth paragraph under the caption “Plan of Distribution” in subsection (b) belowthe Prospectus. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the Securities 1933 Act or and Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damagedamage and expense, liability or expensewhatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, ) 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 (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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, therein in the light of the circumstances under which they were made, not misleading, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for ,; (ii) against any and all reasonable loss, liability, claim, damage and documented expenses expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or 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 if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are Agents), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such Agent the Agents expressly for use in the Registration Statement, Statement (or any such Free Writing Prospectus amendment or the supplement thereto) or Prospectus (or any amendment or supplement thereto); and provided further, it being understood and agreed that the only such information furnished by such Agent foregoing indemity with respect to any untrue statement or omission from a preliminary prospectus shall not inure to the Company consists benefit of any Agent (or any person controlling such Agent) from whom the person asserting such loss, liability, claim, damage or expense purchased any of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities Notes that are the subject thereof if the Company may otherwise haveshall sustain the burden of proving that: (i) the untrue statement or omission contained in the preliminary prospectus (excluding Incorporated Documents) was corrected, (ii) such person was not sent or given a copy of the Prospectus (excluding Incorporated Documents) which corrected the untrue statement or omission at or prior to the written confirmation of the sale of the Notes to such person if required by applicable law, and (iii) the Company satisfied its obligation to provide a sufficient number of copies of the Prospectus to such Agent.

Indemnification of the Agents. The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Agent, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties, as incurredon the one hand, and any indemnifying parties, on the other hand, or between any indemnified party and any third party, or otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule Rules 430A, 430B or 430C under the Securities Act, as applicable, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act 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 (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company and the Operating Partnership in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company and the Operating Partnership (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, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company and the Operating Partnership shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectus or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowProspectus. The indemnity agreement set forth obligation in this Section 6(a5(a) shall be is in addition to any liabilities liability that the Company may or the Operating Partnership might otherwise havehave under applicable law.

Indemnification of the Agents. The Company agrees to indemnify severally and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents and employees, Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act as follows: (i) against any and all loss, liability, claim, damage, liability or expensedamage and expense whatsoever, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment or supplement thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), ) or any applicable Issuer Free Writing Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage, or and expense whatsoever, as incurred, to reimburse the applicable Agent and each extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such directoruntrue statement or omission, officeror any such alleged untrue statement or omission, member, partner, affiliate, agent, employee and controlling person for if such settlement is effected with the written consent of the Company; and (iii) against any and all reasonable and documented expenses whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel chosen by an Agent to the applicable Agent) as such expenses are extent authorized in Section 8(c)), reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defendingpreparing or defending against any litigation, settlingor investigation or proceeding by any governmental agency or body, compromising commenced or paying threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability, to the extent that any such expense is not paid under (i) or action(ii) above; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, 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 Company by such Agent the Agents expressly for use in the Registration Statement, Statement (or any such amendment or supplement thereto) or Prospectus (or any amendment or supplement thereto) or any applicable Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.