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

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the Agent, its officers, directors, employees and agents, and each Person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading, except insofar as the same are made in reliance upon and in conformity with information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by the Agent expressly for use therein, and the Company and the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating PartnershipPartnership will, jointly and severally, agree to indemnify and hold harmless the Agenteach Underwriter, its officerspartners, members, directors, employees and officers, employees, agents, affiliates and each Personperson, if any, who controls the Agent such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, together with each such Person’s respective officers, directors, employees and agents (collectively, the an “Controlling PersonsIndemnified Party”), from and against any and all losses, claims, damages or liabilities, and any action joint or proceeding in respect thereofseveral, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person Indemnified Party may become subject subject, under the Securities Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based upon, upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration StatementStatement at any time, any Statutory Prospectus as of any time, the Prospectus or any other prospectus relating to the Common SharesFinal Prospectus, or any amendment or supplement thereto, any preliminary prospectus or any an Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, General Disclosure Package or arise out of, of or are based upon, any upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading, except insofar and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the same are made Company and the Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, in or omission or alleged omission from any of such documents, in reliance upon and in conformity with written information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by any Underwriter through the Agent expressly Representatives specifically for use therein, it being understood and agreed that the Company and only such information furnished by any Underwriter consists of the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, information described as such expenses are incurredin subsection (b) below.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating PartnershipPartnership will, jointly and severally, agree to indemnify and hold harmless the Agenteach Underwriter, its officerspartners, members, directors, employees and officers, employees, agents, affiliates and each Personperson, if any, who controls the Agent such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, together with each such Person’s respective officers, directors, employees and agents (collectively, the an “Controlling PersonsIndemnified Party”), from and against any and all losses, claims, damages or liabilities, and any action joint or proceeding in respect thereofseveral, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person Indemnified Party may become subject subject, under the Securities Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based upon, upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration StatementStatement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities ActProspectus, or arise out of, of or are based upon, any upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading, except insofar and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that neither the same are made Company nor the Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by any Underwriter through the Agent expressly Representatives specifically for use therein, it being understood and agreed that the Company and only such information furnished by any Underwriter consists of the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, information described as such expenses are incurredin subsection (c) below.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating PartnershipPartnership will, jointly and severally, agree to indemnify and hold harmless the Agenteach Underwriter, its officerspartners, members, directors, employees and officers, employees, agents, affiliates and each Personperson, if any, who controls the Agent such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, together with each such Person’s respective officers, directors, employees and agents (collectively, the an “Controlling PersonsIndemnified Party”), from and against any and all losses, claims, damages or liabilities, and any action joint or proceeding in respect thereofseveral, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person Indemnified Party may become subject subject, under the Securities Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based upon, upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration StatementStatement at any time, any Statutory Prospectus as of any time, the Prospectus or any other prospectus relating to the Common SharesFinal Prospectus, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities ActGeneral Disclosure Package, or arise out of, of or are based upon, any upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading, except insofar and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that neither the same are made Company nor the Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by any Underwriter through the Agent expressly Representatives specifically for use therein, it being understood and agreed that the Company and only such information furnished by any Underwriter consists of the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, information described as such expenses are incurredin subsection (c) below.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating PartnershipPartnership will, jointly and severally, agree to indemnify and hold harmless the Agenteach Underwriter, its officerspartners, members, directors, employees and officers, employees, agents, affiliates and each Personperson, if any, who controls the Agent such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, together with each such Person’s respective officers, directors, employees and agents (collectively, the an “Controlling PersonsIndemnified Party”), from and against any and all losses, claims, damages or liabilities, and any action joint or proceeding in respect thereofseveral, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person Indemnified Party may become subject subject, under the Securities Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based upon, upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration StatementStatement at any time, any Statutory Prospectus as of any time, the Prospectus or any other prospectus relating to the Common SharesFinal Prospectus, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities ActGeneral Disclosure Package, or arise out of, of or are based upon, any upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading, except insofar and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that neither the same are made Company nor the Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by any Underwriter through the Agent expressly Representatives specifically for use therein, it being understood and agreed that the Company and only such information furnished by any Underwriter consists of the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, information described as such expenses are incurredin subsection (b) below.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the Agent, its the Forward Seller, the Forward Purchaser and their respective officers, directors, employees and agents, and each Person, if any, who controls the Agent Agent, the Forward Seller or the Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), and each affiliate of the Agent, the Forward Seller and the Forward Purchaser (within the meaning of Rule 405 under the Securities Act), from and against any and all losses, claims, damages or liabilitiesliabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), and any action or proceeding in respect thereof, to which the Agent, its the Forward Seller, the Forward Purchaser, and their respective officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, Prospectus in light of the circumstances in which they were made) not misleading, except insofar as the same are made in reliance upon and in conformity with information related to the Agent, consisting solely the Forward Seller and the Forward Purchaser or their plan of the Agent’s name and address, distribution furnished in writing to the Company by the Agent Agent, the Forward Seller and the Forward Purchaser expressly for use therein, and the Company and the Operating Partnership, jointly and severally, Partnership shall reimburse the Agent, its the Forward Seller and the Forward Purchaser, their respective officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless the Agent, its officers, directors, employees Placement Agent and agents, and each Person, if any, any person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all lossesloss, claimsexpense, damages liability, damage or liabilitiesclaim (including the reasonable cost of investigation) which, and jointly or severally, the Placement Agent or any action or proceeding in respect thereof, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person controlling person may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsexpense, damages liability, damage or liabilities claim arises out of or is based upon (or actions or proceedings in respect thereof1) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement (or any amendment or supplement theretothereof), any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” that the Company has filed or was required to be filed pursuant file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to Rule 433(dinclude the Prospectus as of its date and as amended or supplemented by the Company), (2) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or and any Issuer Free Writing Prospectus, in the light of the circumstances in under which they were made) not misleading, except insofar as in each such case, to the same are made extent contained in reliance upon and in conformity with information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing by the Placement Agent to the Company by the Agent expressly for use therein, and therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company or the Operating Partnership, jointly as the case may be, in writing of the institution of such action, and severallythe Company or the Operating Partnership, as the case may be, shall reimburse if it so elects, assume the Agentdefense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company or the Operating Partnership, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its officersor their own counsel in any such case, directorsbut the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, employees as the case may be, in connection with the defense of such action, or the Company or the Operating Partnership, as the case may be, shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case neither the Company nor the Operating Partnership shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and agentsexpenses shall be borne by the Company or the Operating Partnership, as the case may be, and each Controlling Person paid as incurred (it being understood, however, that neither the Company nor the Operating Partnership shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against settlement of any such losses, claims, damages claim or liabilities, or actions or proceedings in respect thereof, as such expenses are incurredaction effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless the Agent, its officers, directors, employees Placement Agent and agents, and each Person, if any, any person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all lossesloss, claimsexpense, damages liability, damage or liabilitiesclaim (including the reasonable cost of investigation) which, and jointly or severally, the Placement Agent or any action or proceeding in respect thereof, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person controlling person may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsexpense, damages liability, damage or liabilities claim arises out of or is based upon (or actions or proceedings in respect thereof1) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement (or any amendment or supplement theretothereof), any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” that the Company has filed or was required to be filed pursuant file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to Rule 433(dinclude the Prospectus as of its date and as amended or supplemented by the Company), (2) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus, when considered together with the Prospectus, or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or and any Issuer Free Writing Prospectus, in the light of the circumstances in under which they were made) not misleading, except insofar as in each such case, to the same are made extent contained in reliance upon and in conformity with information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing by the Placement Agent to the Company by the Agent expressly for use therein, and therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company or the Operating Partnership, jointly as the case may be, in writing of the institution of such action, and severallythe Company or the Operating Partnership, as the case may be, shall reimburse if it so elects, assume the Agentdefense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company or the Operating Partnership, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its officersor their own counsel in any such case, directorsbut the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, employees as the case may be, in connection with the defense of such action, or the Company or the Operating Partnership, as the case may be, shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case neither the Company nor the Operating Partnership shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and agentsexpenses shall be borne by the Company or the Operating Partnership, as the case may be, and each Controlling Person paid as incurred (it being understood, however, that neither the Company nor the Operating Partnership shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against settlement of any such losses, claims, damages claim or liabilities, or actions or proceedings in respect thereof, as such expenses are incurredaction effected without its written consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating PartnershipPartnership agrees, jointly and severally, agree to indemnify and hold harmless the each Agent, its officers, directors, employees and agents, each Forward Seller and each PersonForward Purchaser, their respective affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)), their respective selling agents and each person, if any, who controls the Agent a Sales Agent, a Forward Seller or a Forward Purchaser, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all losses, claims, damages or liabilities, and any action joint or proceeding in respect thereofseveral, to which the AgentSales Agents, its officers, directors, employees and agents, and any such Controlling Person the Forward Sellers or the Forward Purchasers may become subject subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based upon, any upon an untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Registration StatementStatement (including the Rule 430B Information), the Prospectus Prospectus, as amended or supplemented, or any other prospectus relating to the Common SharesSecurities, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of, of or are based upon, any upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Sales Agents, the Forward Sellers and the Forward Purchasers for any legal or other expenses reasonably incurred by such Sales Agent, such Forward Seller or such Forward Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the Operating Partnership shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or actions in the case respect thereof) arises out of the Prospectus or any amendment is based upon an untrue statement or supplement thereto, alleged untrue statement or any preliminary prospectus, omission or alleged omission made in any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleadingRegistration Statement, except insofar the Prospectus, as amended or supplemented, or any other prospectus relating to the same are made Securities, or any such amendment or supplement in reliance upon and in conformity with written information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by the a Sales Agent or a Forward Seller expressly for use therein, and in the Company and the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereofProspectus, as amended or supplemented, relating to such expenses are incurredSecurities.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating PartnershipPartnership agrees to indemnify, jointly and severally, agree to indemnify defend and hold harmless the Agent, its officers, directors, employees each Placement Agent and agents, and each Person, if any, any person who controls the such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all lossesloss, claimsexpense, damages liability, damage or liabilitiesclaim (including the reasonable cost of investigation) which, and jointly or severally, such Placement Agent or any action or proceeding in respect thereof, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person controlling person may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsexpense, damages liability, damage or liabilities claim arises out of or is based upon (or actions or proceedings in respect thereof1) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement (or any amendment or supplement theretothereof), any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” that the Company has filed or was required to be filed pursuant file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to Rule 433(dinclude the Prospectus as of its date and as amended or supplemented by the Company), (2) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or and any Issuer Free Writing Prospectus, in the light of the circumstances in under which they were made) not misleading, except insofar as the same are in each such case, made in reliance upon and in conformity with information related relating to the Agent, consisting solely of the Agent’s name such Placement Agent and address, furnished in writing by such Placement Agent to the Company expressly stating that such information is intended for inclusion in any document described in clause (a)(1) above. The statements set forth in the first sentence of the eighth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement (to the extent such statements relate to such Placement Agent) constitute the only information furnished by or on behalf of such Placement Agent to the Agent expressly Company for use therein, the purposes of Sections 5(a)(1) and 5(a)(4) and this Section 10. The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against such Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), such Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action (enclosing a copy of all papers served), and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. Such Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, jointly as the case may be, in connection with the defense of such action, or the Company and severallythe Operating Partnership shall not have employed counsel reasonably satisfactory to such Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall reimburse have reasonably concluded (based on the Agentadvice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case the Company and the Operating Partnership shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), its officersin any of which events such fees and expenses shall be borne by the Company and the Operating Partnership and paid as incurred (it being understood, directorshowever, employees and agentsthat the Company shall not be liable for the expenses of more than one separate firm of attorneys for such Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, and each Controlling Person neither the Company nor the Operating Partnership shall be liable for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against settlement of any such losses, claims, damages claim or liabilities, or actions or proceedings in respect thereof, as such expenses are incurredaction effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless the Agent, its officers, directors, employees Placement Agent and agents, and each Person, if any, any person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all lossesloss, claimsexpense, damages liability, damage or liabilitiesclaim (including the reasonable cost of investigation) as incurred which, and jointly or severally, the Placement Agent or any action or proceeding in respect thereof, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person controlling person may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsexpense, damages liability, damage or liabilities claim arises out of or is based upon (or actions or proceedings in respect thereof1) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement (or any amendment or supplement theretothereof), any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” that the Company has filed or was required to be filed pursuant file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to Rule 433(dinclude the Prospectus as of its date and as amended or supplemented by the Company), (2) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or and any Issuer Free Writing Prospectus, in the light of the circumstances in under which they were made) not misleading, except insofar as in each such case, to the same are made extent contained in reliance upon and in conformity with information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing by the Placement Agent to the Company by the Agent expressly for use therein, and therein (that information being limited to that described in Section 10(c) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company or the Operating Partnership, jointly as the case may be, in writing of the institution of such action, and severallythe Company or the Operating Partnership, as the case may be, shall reimburse if it so elects, assume the Agentdefense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company or the Operating Partnership, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its officersor their own counsel in any such case, directorsbut the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, employees as the case may be, in connection with the defense of such action, or the Company or the Operating Partnership, as the case may be, shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case neither the Company nor the Operating Partnership shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and agentsexpenses shall be borne by the Company or the Operating Partnership, as the case may be, and each Controlling Person paid as incurred (it being understood, however, that neither the Company nor the Operating Partnership shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against settlement of any such losses, claims, damages claim or liabilities, or actions or proceedings in respect thereof, as such expenses are incurredaction effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the AgentCiti, its officers, directors, employees and agents, and each Person, if any, who controls the Agent Citi within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which the AgentCiti, its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading, except insofar as the same are made in reliance upon and in conformity with information related to the Agent, consisting solely of the Agent’s name and address, Citi furnished in writing to the Company by the Agent Citi expressly for use therein, and the Company and the Operating Partnership, jointly and severally, shall reimburse the AgentCiti, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating PartnershipPartnership will, jointly and severally, agree to indemnify and hold harmless the Agenteach Underwriter, its officerspartners, members, directors, employees and officers, employees, agents, affiliates and each Personperson, if any, who controls the Agent such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, together with each such Person’s respective officers, directors, employees and agents (collectively, the an “Controlling PersonsIndemnified Party”), from and against any and all losses, claims, damages or liabilities, and any action joint or proceeding in respect thereofseveral, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person Indemnified Party may become subject subject, under the Securities Act, the Exchange Act Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based upon, upon any untrue statement or alleged untrue statement of a any material fact contained in any part of any Registration Statement or the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement theretonot misleading, or that arise out of or are based upon any preliminary prospectusuntrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus, or the Final Prospectus, any Issuer Free Writing Prospectus, or the General Disclosure Package, or the omission or alleged omission of a material fact necessary to make the statements therein, in the light of the circumstances in under which they were made) , not misleading, except insofar and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the same are made Company and the Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by any Underwriter through the Agent expressly Representatives specifically for use therein, it being understood and agreed that the Company and only such information furnished by any Underwriter consists of the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, information described as such expenses are incurredin subsection (b) below.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless the Agent, its officers, directors, employees Placement Agent and agents, and each Person, if any, any person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any loss, expense, liability, damage or claim (including reasonable attorneys fees, the reasonable cost of investigation and all lossesthe reasonable costs and expenses of enforcing this indemnity) which, claimsjointly or severally, damages the Placement Agent or liabilities, and any action or proceeding in respect thereof, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person controlling person may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsexpense, damages liability, damage or liabilities claim arises out of or is based upon (or actions or proceedings in respect thereof1) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement (or any amendment or supplement theretothereof), any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” that the Company has filed or was required to be filed pursuant file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to Rule 433(dinclude the Prospectus as of its date and as amended or supplemented by the Company), (2) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or and any Issuer Free Writing Prospectus, in the light of the circumstances in under which they were made) not misleading, except insofar as in each such case, to the same are made extent contained in reliance upon and in conformity with information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing by the Placement Agent to the Company by the Agent expressly for use therein, and therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company or the Operating Partnership, jointly as the case may be, in writing of the institution of such action, and severallythe Company or the Operating Partnership, as the case may be, shall reimburse if it so elects, assume the Agentdefense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company or the Operating Partnership, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its officersor their own counsel in any such case, directorsbut the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, employees as the case may be, in connection with the defense of such action, or the Company or the Operating Partnership, as the case may be, shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case neither the Company nor the Operating Partnership shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and agentsexpenses shall be borne by the Company or the Operating Partnership, as the case may be, and each Controlling Person paid as incurred (it being understood, however, that neither the Company nor the Operating Partnership shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against settlement of any such losses, claims, damages claim or liabilities, or actions or proceedings in respect thereof, as such expenses are incurredaction effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the AgentDBSI, its officers, directors, employees and agents, and each Person, if any, who controls the Agent DBSI within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which the AgentDBSI, its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading, except insofar as the same are made in reliance upon and in conformity with information related to the Agent, consisting solely of the Agent’s name and address, DBSI furnished in writing to the Company by the Agent DBSI expressly for use therein, and the Company and the Operating Partnership, jointly and severally, shall reimburse the AgentDBSI, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership, jointly and severally, agree to indemnify indemnify, defend and hold harmless the Agent, its officers, directors, employees Placement Agent and agents, and each Person, if any, any person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all lossesloss, claimsexpense, damages liability, damage or liabilitiesclaim (including the reasonable cost of investigation) as incurred which, and jointly or severally, the Placement Agent or any action or proceeding in respect thereof, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person controlling person may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsexpense, damages liability, damage or liabilities claim arises out of or is based upon (or actions or proceedings in respect thereof1) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement (or any amendment or supplement theretothereof), any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” that the Company has filed or was required to be filed pursuant file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to Rule 433(dinclude the Prospectus as of its date and as amended or supplemented by the Company), (2) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or and any Issuer Free Writing Prospectus, in the light of the circumstances in under which they were made) not misleading, except insofar as in each such case, to the same are made extent contained in reliance upon and in conformity with information related to the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by the Agent expressly for use therein, and Information. The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company or the Operating Partnership, jointly as the case may be, in writing of the institution of such action, and severallythe Company or the Operating Partnership, as the case may be, shall reimburse if it so elects, assume the Agentdefense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company or the Operating Partnership, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its officersor their own counsel in any such case, directorsbut the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, employees as the case may be, in connection with the defense of such action, or the Company or the Operating Partnership, as the case may be, shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case neither the Company nor the Operating Partnership shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and agentsexpenses shall be borne by the Company or the Operating Partnership, as the case may be, and each Controlling Person paid as incurred (it being understood, however, that neither the Company nor the Operating Partnership shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, neither the Company nor the Operating Partnership shall be liable for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against settlement of any such losses, claims, damages claim or liabilities, or actions or proceedings in respect thereof, as such expenses are incurredaction effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating Partnership, jointly and severally, agree agrees to (i) indemnify and hold harmless each Underwriter, the Agentdirectors, its officers, directors, employees and agentsagents of each Underwriter, any broker-dealer affiliate of an Underwriter involved in the distribution of the Securities, and each Person, if any, person who controls the Agent any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and Act against any and all losses, claims, damages or liabilities, and any action joint or proceeding in respect thereofseveral, to which the Agent, its officers, directors, employees and agents, and they or any such Controlling Person of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based uponupon (x) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any of the other Time of Sale Information, any issuer free writing prospectus as defined in Rule 433(h) under the Act, any Company information that the Company has filed or is required to file pursuant to Rule 433(d) under the Act, any “road show” as defined in Rule 433(h) under the Act, or the Prospectus (or any amendment or supplement thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (y) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement (or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of, of or are based upon, any upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading; and (ii) reimburse each such indemnified party, except insofar as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the same are Company nor the Operating Partnership will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of 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 the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by or on behalf of any Underwriter through the Agent expressly Representatives specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. This indemnity agreement will be in addition to any liability which the Company and or the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurredPartnership may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating Partnership, jointly and severally, agree agrees to (i) indemnify and hold harmless each Underwriter, the Agentdirectors, its officers, directors, employees and agentsagents of each Underwriter, any broker-dealer affiliate of an Underwriter involved in the distribution of the Securities, and each Person, if any, person who controls the Agent any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and Act against any and all losses, claims, damages or liabilities, and any action joint or proceeding in respect thereofseveral, to which the Agent, its officers, directors, employees and agents, and they or any such Controlling Person of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based uponupon (x) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any of the other Time of Sale Information, any issuer free writing prospectus as defined in Rule 433(h) under the Act, any Company information that the Company has filed or is required to file pursuant to Rule 433(d) under the Act, any “road show” as defined in Rule 433(h) under the Act, or the Prospectus (or any amendment or supplement thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (y) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement (or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of, of or are based upon, any upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading; and (ii) reimburse each such indemnified party, except insofar as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the same are Company nor the Operating Partnership will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of 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 the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by or on behalf of any Underwriter through the Agent expressly Representative specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. This indemnity agreement will be in addition to any liability which the Company and or the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurredPartnership may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating Partnership, jointly and severally, agree agrees to (i) indemnify and hold harmless the each Agent, its the directors, officers, directors, employees and agentsagents of each Agent, any broker-dealer affiliate of an Agent involved in the distribution of the Shares, and each Person, if any, person who controls the an Agent within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and 1934 Act against any and all losses, claims, damages or liabilities, and any action joint or proceeding in respect thereofseveral, to which the Agent, its officers, directors, employees and agents, and they or any such Controlling Person of them may become subject under the Securities 1933 Act, the Exchange 1934 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based uponupon (x) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus (or any amendment or supplement thereto), the General Disclosure Package, any “issuer free writing prospectus” as defined in Rule 433(h), any “issuer information” as defined in Rule 433(h) that the Company has filed or is required to file pursuant to Rule 433(d), any “road show” as defined in Rule 433(h), or the Prospectus (or any amendment or supplement thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (y) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement (or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act), or arise out of, of or are based upon, any upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading, except insofar and (ii) reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the same are Company nor the Operating Partnership will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of 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 the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by the or on behalf of any Agent expressly specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Agent consists of the information described as such in subsection (b) below. This indemnity agreement will be in addition to any liability which the Company and or the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurredPartnership may otherwise have.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating PartnershipPartnership agrees to indemnify, jointly and severally, agree to indemnify defend and hold harmless the Agent, its officers, directors, employees Placement Agent and agents, and each Person, if any, any person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all lossesloss, claimsexpense, damages liability, damage or liabilitiesclaim (including the reasonable cost of investigation) which, and jointly or severally, the Placement Agent or any action or proceeding in respect thereof, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person controlling person may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsexpense, damages liability, damage or liabilities claim arises out of or is based upon (or actions or proceedings in respect thereof1) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement (or any amendment or supplement theretothereof), any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” that the Company has filed or was required to be filed pursuant file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 11 being deemed to Rule 433(dinclude the Prospectus as of its date and as amended or supplemented by the Company), (2) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or and any Issuer Free Writing Prospectus, in the light of the circumstances in under which they were made) not misleading, except insofar as the same are in each such case, made in reliance upon and in conformity with information related relating to the Agent, consisting solely of the Agent’s name Placement Agent and address, furnished in writing by the Placement Agent to the Company expressly stating that such information is intended for inclusion in any document described in clause (a)(1) above. The statements set forth in the sixth paragraph and the first sentence of the eighth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement (to the extent such statements relate to the Placement Agent) constitute the only information furnished by or on behalf of the Placement Agent expressly to the Company for use therein, the purposes of Sections 5(a)(1) and 5(a)(4) and this Section 11. The indemnity agreement set forth in this Section 11(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 11(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action (enclosing a copy of all papers served), and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, jointly as the case may be, in connection with the defense of such action, or the Company and severallythe Operating Partnership shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall reimburse have reasonably concluded (based on the Agentadvice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case the Company and the Operating Partnership shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), its officersin any of which events such fees and expenses shall be borne by the Company and the Operating Partnership and paid as incurred (it being understood, directorshowever, employees and agentsthat the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, and each Controlling Person neither the Company nor the Operating Partnership shall be liable for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against settlement of any such losses, claims, damages claim or liabilities, or actions or proceedings in respect thereof, as such expenses are incurredaction effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the AgentBNYMCM, its officers, directors, employees and agents, and each Person, if any, who controls the Agent BNYMCM within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which the AgentBNYMCM, its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading, except insofar as the same are made in reliance upon and in conformity with information related to the Agent, consisting solely of the Agent’s name and address, BNYMCM furnished in writing to the Company by the Agent BNYMCM expressly for use therein, and the Company and the Operating Partnership, jointly and severally, shall reimburse the AgentBNYMCM, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Each of the Company and the Operating PartnershipPartnership agrees to indemnify, jointly and severally, agree to indemnify defend and hold harmless the Agent, its officers, directors, employees Placement Agent and agents, and each Person, if any, any person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all lossesloss, claimsexpense, damages liability, damage or liabilitiesclaim (including the reasonable cost of investigation) which, and jointly or severally, the Placement Agent or any action or proceeding in respect thereof, to which the Agent, its officers, directors, employees and agents, and any such Controlling Person controlling person may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsexpense, damages liability, damage or liabilities claim arises out of or is based upon (or actions or proceedings in respect thereof1) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement (or any amendment or supplement theretothereof), any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” that the Company has filed or was required to be filed pursuant file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to Rule 433(dinclude the Prospectus as of its date and as amended or supplemented by the Company), (2) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or and any Issuer Free Writing Prospectus, in the light of the circumstances in under which they were made) not misleading, except insofar as the same are in each such case, made in reliance upon and in conformity with information related relating to the Agent, consisting solely of the Agent’s name Placement Agent and address, furnished in writing by the Placement Agent to the Company expressly stating that such information is intended for inclusion in any document described in clause (a)(1) above. The statements set forth in the first sentence of the eighth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement (to the extent such statements relate to the Placement Agent) constitute the only information furnished by or on behalf of the Placement Agent expressly to the Company for use therein, the purposes of Sections 5(a)(1) and 5(a)(4) and this Section 10. The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company and the Operating Partnership may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company or the Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action (enclosing a copy of all papers served), and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company or the Operating Partnership of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company or the Operating Partnership, jointly as the case may be, in connection with the defense of such action, or the Company and severallythe Operating Partnership shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall reimburse have reasonably concluded (based on the Agentadvice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company or the Operating Partnership (in which case the Company and the Operating Partnership shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), its officersin any of which events such fees and expenses shall be borne by the Company and the Operating Partnership and paid as incurred (it being understood, directorshowever, employees and agentsthat the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, and each Controlling Person neither the Company nor the Operating Partnership shall be liable for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against settlement of any such losses, claims, damages claim or liabilities, or actions or proceedings in respect thereof, as such expenses are incurredaction effected without its consent.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating PartnershipPartnership shall, jointly and severally, agree to indemnify and hold harmless the AgentInvestor each affiliate, its officersemployee, directors, employees representative and agentsadvisor of and to the Investor, and each Personperson, if any, who controls the Agent Investor within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), Act from and against any and all losses, claims, damages or liabilitiesdamages, liabilities and any action or proceeding in respect thereof, expenses (including reasonable costs of defense and investigation and all attorneys’ fees) to which the Agent, its officers, directors, employees Investor and agents, and any each such Controlling Person other person may become subject subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or damages, liabilities and expenses (or actions or proceedings in respect thereof) arise out of, of or are based uponupon (a) any violation of United States federal or state securities laws or the rules and regulations of the Trading Market in connection with the transactions contemplated by this Agreement by the Company, the Operating Partnership or any of their respective Subsidiaries, affiliates, officers, directors or employees, (b) any untrue statement or alleged untrue statement of a material fact contained contained, or incorporated by reference, in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, Statement or any amendment thereto or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state therein therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any untrue statement or alleged untrue statement of a material fact contained, or incorporated by reference, in the case Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or in any “issuer information” (as defined in Rule 433 under the Securities Act) of the Prospectus Company, which “issuer information” is required to be, or is, filed with the Commission or otherwise contained in any Free Writing Prospectus, or any amendment or supplement thereto, or any preliminary prospectusomission or alleged omission to state therein, or in any Issuer Free Writing Prospectusdocument incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made) , not misleading; provided, except insofar as however, that (A) the same Company and the Operating Partnership shall not be liable under this Section 8.1(i) to the extent that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are available) that such loss, claim, damage, liability or expense resulted directly and solely from any such acts or failures to act, undertaken or omitted to be taken by the Investor or such person through its bad faith or willful misconduct, (B) the foregoing indemnity 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 related to the Agent, consisting solely of the Agent’s name and address, furnished in writing to the Company by or on behalf of the Agent Investor expressly for use thereinin the Current Report, any Prospectus Supplement or any Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto, and (C) with respect to the Prospectus, the foregoing indemnity shall not inure to the benefit of the Investor or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of all Prospectus Supplements required to be filed pursuant to Section 1.4 and 5.9, together with the Base Prospectus, were timely delivered or made available to the Investor pursuant hereto and a copy of the Base Prospectus, together with a Prospectus Supplement (as applicable), was not sent or given by or on behalf of the Investor or any such person to such person, if required by law to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if delivery of the Base Prospectus, together with a Prospectus Supplement (as applicable), would have cured the defect giving rise to such loss, claim, damage, liability or expense. Subject to Section 8.2, the Company and the Operating PartnershipPartnership shall, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, Investor and each Controlling Person such controlling person promptly upon demand (with accompanying presentation of documentary evidence) for any reasonable all legal and other costs and expenses reasonably incurred thereby by the Investor or such indemnified persons in investigating or investigating, defending against, or preparing to defend against any such lossesclaim, claimsaction, damages suit or liabilities, or actions or proceedings in proceeding with respect thereof, as such expenses are incurredto which it is entitled to indemnification.

INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating PartnershipPartnership will, jointly and severally, agree to indemnify and hold harmless the Agentharmless, each Stockholder, its Affiliates, and their respective officers, directors, employees members, employees, representatives and agents, successors and assigns, and each other Person, if any, who controls the Agent Stockholder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act(each, together with each such Person’s respective officers, directors, employees a “Holder Indemnitee” and agents (collectively, the “Controlling PersonsHolder Indemnitees”), from and against any and all losses, claims, damages or liabilities, joint or several, and expenses (including attorneys’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action action, claim or proceeding in respect proceeding, pending or threatened, and the costs of enforcement thereof, ) to which the Agent, its officers, directors, employees and agents, and any such Controlling Person they may become subject under the Securities Act, the Exchange 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, of or are based upon, : (A) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement, the any preliminary Prospectus or any other prospectus relating to the Common Sharesfinal Prospectus contained therein, or any amendment or supplement theretothereof, any preliminary prospectus or any Issuer Free Writing Prospectus Prospectus, or any amendment or supplement thereof, or any “issuer informationroad show” filed or required to be filed pursuant to as defined in Rule 433(d) 433 under the 1933 Act or any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities Act, or arise out of, or are based upon, under the securities laws thereof; (B) any omission or alleged omission to state therein in any Registration Statement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or any Issuer Free Writing Prospectus, or any amendment or supplement thereof, or any “road show” as defined in Rule 433 of the 1933 Act a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus, in light of the circumstances in which they were made) not misleading, except insofar as ; (C) any violation by the same are made in reliance upon and in conformity with information related to Company or its agents of any rule or regulation promulgated under the Agent, consisting solely of the Agent’s name and address, furnished in writing 1933 Act applicable to the Company by or its agents and relating to action or inaction required of the Agent expressly for use thereinCompany in connection with such registration; or (D) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification; provided, and however, that the Company and the Operating Partnership, jointly and severally, shall reimburse the Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby Partnership will not be liable in investigating or defending or preparing to defend against any such lossescase if and to the extent that any such loss, claimsclaim, damages damage or liabilitiesliability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information regarding a Holder Indemnitee furnished by any Holder Indemnitee in writing specifically for use in such Registration Statement or Prospectus, or actions in the case of an occurrence of an Allowed Delay or proceedings of an event of the type specified in respect thereofSection 4(k), as the use by such expenses are incurredHolder Indemnitee of an outdated or defective Prospectus after such Holder Indemnitee has received actual notice from the Company that the Prospectus is outdated or defective and prior to the receipt by each Stockholder of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of such amended or supplemented Prospectus the misstatement or omission giving rise to such liability would have been corrected.