ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant’s declaration of trust
authorizes and the Registrant’s bylaws obligate the Registrant, to the maximum extent permitted under Maryland law, to indemnify
its trustees and officers in their capacity as such. Section 8-301(15) of the Corporations and Associations Article of the Annotated
Code of Maryland permits a Maryland REIT to indemnify or advance expenses to trustees and officers to the same extent as is permitted
for directors and officers of a Maryland corporation under the Maryland General Corporation Law (“MGCL”). The
MGCL requires a Maryland corporation (unless its charter provides otherwise, which the Registrant’s declaration of trust
does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding
to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. The MGCL permits
a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made,
or threatened to be made, a party to, or witness in, by reason of their service in those or other capacities unless it is established
that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed
in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper
personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland corporation may not indemnify for an adverse judgment
in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly
received, unless, in either case, a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation
to advance reasonable expenses to a director or officer upon the corporation’s receipt of (i) a written affirmation by the
director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification
by the corporation and (ii) a written undertaking by such director or officer or on his or her behalf to repay the amount paid
or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
The Registrant’s declaration of trust
authorizes the Registrant, and its bylaws require the Registrant, to the maximum extent permitted by Maryland law, to indemnify
(i) any present or former trustee or officer or (ii) any individual who, while serving as the Registrant’s trustee or officer
and at the Registrant’s request, serves or has served another corporation, real estate investment trust, partnership, limited
liability company, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner, member,
manager, or trustee, from and against any claim or liability to which such person may become subject or which such person may incur
by reason of his or her service in such capacity or capacities, and to pay or reimburse his or her reasonable expenses in advance
of final disposition of such a proceeding.
The Registrant’s bylaws also permit
the Registrant, subject to the approval of its board of trustees, to indemnify and advance expenses to any person who served a
predecessor of the Registrant in any of the capacities described above and to any employee or agent of the Registrant or a predecessor
of the Registrant.
In addition to the above, the Registrant
has purchased and maintains insurance on behalf of all of its trustees and executive officers against liability asserted against
or incurred by them in their official capacities with the Registrant, whether or not the Registrant is required or has the power
to indemnify them against the same liability.
ITEM
9. UNDERTAKINGS
The undersigned Registrant hereby undertakes
the following:
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the
Securities Act ;
(ii)
To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective Registration Statement; and
(iii)
To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration
Statement.
Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act, that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) The
undersigned Registrant hereby undertakes, that, insofar as indemnification for liabilities arising under the Securities Act may
be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.