Common use of Indemnification of the Agents Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

Indemnification of the Agents. The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Agent, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule Rules 430A, 430B or 430C under the Securities Act, as applicable, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto)) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company and the Operating Partnership in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company and the Operating Partnership (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company and the Operating Partnership shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the 30 Registration Statement, the Prospectus or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowProspectus. The indemnity agreement set forth obligation in this Section 6(a5(a) shall be is in addition to any liabilities liability that the Company may or the Operating Partnership might otherwise havehave under applicable law.

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

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

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

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

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

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agent, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each Agent and each person, if any, who controls such each Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability or expenseexpenses and damages (including, as incurredwithout limitation, any and all investigative, legal and other expenses reasonably incurred in connection with any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule Rules 430A, 430B under the Securities Actor 430C, as applicable, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto)) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to the extent, but only to the extent, arising out of or any person by each Agent and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to each Agent furnished in writing to the Company by such Agent expressly for use inclusion in the Registration Statement, the Prospectus or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowProspectus. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.

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

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

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

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentof the Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (or any amendment or supplement thereto)) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares pursuant to the extent, but only to the extent, arising out of or Agreement and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectuses or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)Prospectus, it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowAgent Information. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.. 39

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

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

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

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents its respective officers and employees, and each person, if any, who controls such Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatenedif such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and to reimburse the applicable each Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented out-of-pocket expenses (including the reasonable and documented fees and disbursements of counsel chosen by such Agent; provided that the applicable AgentCompany shall not be liable for such expenses of more than one separate counsel in the aggregate for such Agent and each such officer, employee and controlling person, in addition to local counsel) as such expenses are reasonably incurred by the applicable such Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration Statement, or any amendment thereto, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent the Agents to the Company consists of the information set forth in subsection the ninth paragraph under the heading “Plan of Distribution” in the Prospectus (b) belowthe “Agent Information”). The indemnity agreement set forth in this Section 6(a7(a) shall be in addition to any liabilities that the Company may otherwise have.

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

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agentthe Agents, each Agent’s directorstheir respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, officersan “Affiliate”)), membersselling agents, partners, affiliates, agents officers and employees, directors and each person, if any, who controls such an Agent within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, claim, damagedamage and liability (including, liability without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or expenseproceeding or any claim asserted, as such fees and expenses are incurred, to which such Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises arising out of or is based upon (i1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading; misleading or (ii2) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus that the Company has usedProspectus, referred to any “issuer information” filed or filed, or is required to file, be filed pursuant to Rule 433(d) of under the Securities Act 1933 Act, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom in any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing this indemnity agreement shall not apply to any loss, liability, claim, damage, liability damage or expense to the extent, but only to the extent, extent arising out of or based upon on any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration StatementStatement (or any amendment thereto), including any such information deemed to be a part thereof pursuant to Rule 430B, or in any Issuer Free Writing Prospectus Prospectus, “issuer information”, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood ) in reliance upon and agreed that the only such in conformity with any information furnished by such Agent to the Company consists of by the information set forth Agents in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havewriting expressly for use therein.

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

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

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

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

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

Indemnification of the Agents. The Company agrees to shall indemnify and hold harmless each Agentof the Agents, each Agent’s the directors, officers, members, partners, affiliates, agents and employees, counsel and agents of each of the Agents and each person, if any, who controls such any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Agent they, or such directorany of them, officer, partner, affiliate, agent, employee or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (or any amendment or supplement thereto)) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse the applicable Agent and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable Agent) as such expenses are reasonably incurred by the applicable Agent or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement Company shall not apply be liable to any the extent that such loss, claim, damageliability, liability expense or expense damage arises from the sale of the Shares in the public offering to any person by the extent, but only to the extent, arising out of or Agents and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Agents furnished in writing to the Company by such Agent the Agents expressly for use inclusion in the Registration Statement, the Prospectuses or any such Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent to the Company consists of the information set forth in subsection (b) belowProspectus. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities liability that the Company may might otherwise have.. 30

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

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

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

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

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

Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent, each Agent’s directors, officers, members, partners, affiliates, agents its officers and employees, and each person, if any, who controls such each Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such each Agent or such director, officer, partner, affiliate, agent, employee or controlling person may become subject, under the Securities Act, the Exchange Act, Canadian Securities Laws, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or the Prospectuses, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus Prospectuses (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by the Agents in connection with, or relating in any manner to, the Common Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by an Agent through its bad faith or willful misconduct, and to reimburse the applicable Agent Agents and each such director, officer, member, partner, affiliate, agent, employee and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the applicable AgentAgents) as such expenses are reasonably incurred by the applicable Agent Agents or such director, officer, member, partner, affiliate, agent, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Agent the Agents expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus Prospectuses (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by such Agent the Agents to the Company consists of the information set forth in subsection (b) belownames of the Agents. The indemnity agreement set forth in this Section 6(a6.(a) shall be in addition to any liabilities that the Company may otherwise have.. 35

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

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

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

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

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