Common use of Indemnification of the Placement Agent Clause in Contracts

Indemnification of the Placement Agent. The Fund and the Adviser agree, jointly and severally, to indemnify and hold harmless the Placement Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and any director, officer, employee or affiliate thereof as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) relating to the offering, issuance or sale of the Shares, including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Placement Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Fund or the Adviser by the Placement Agent expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Fund and the Adviser agree, jointly and severally, Company agrees to indemnify and hold harmless the Placement Agent Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of and the 1934 Act, and any director, officer, employee or affiliate thereof as follows: (i) Exchange Act against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto) relating to the offering, issuance or sale of the Shares, including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; or arising out of (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus the Base Prospectus or the Prospectus Supplement (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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities 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), (iii) against or (iv) above, provided that the Company shall not be liable under this clause (v) 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 any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred expenses (including the reasonable fees and disbursements of counsel chosen by the Placement Agent), ▇▇▇▇ Capital) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent 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 information furnished to the Fund or the Adviser Company by the any Placement Agent expressly for use in the Registration Statement (or any amendment thereto)Statement, including the Rule 430A Information, or any Preliminary Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Fund and the Adviser agree, jointly and severally, Company agrees to indemnify and hold harmless the Placement Agent Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of and the 1934 Act, and any director, officer, employee or affiliate thereof as follows: (i) Exchange Act against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto) relating to the offering, issuance or sale of the Shares, including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; or arising out of (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus the Base Prospectus or the Prospectus Supplement (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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities 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), (iii) against or (iv) above, provided that the Company shall not be liable under this clause (v) 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 any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred expenses (including the reasonable fees and disbursements of counsel chosen by the Placement Agent), ThinkEquity) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent 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 information furnished to the Fund or the Adviser Company by the any Placement Agent expressly for use in the Registration Statement (or any amendment thereto)Statement, including the Rule 430A Information, or any Preliminary Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Fund and the Adviser agree, jointly and severally, Company agrees to indemnify and hold harmless the Placement Agent Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of and the 1934 Act, and any director, officer, employee or affiliate thereof as follows: (i) Exchange Act against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto) relating to the offering, issuance or sale of the Shares, including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; or arising out of (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus the Base Prospectus or the Prospectus Supplement (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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities 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), (iii) against or (iv) above, provided that the Company shall not be liable under this clause (v) 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 from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith, willful misconduct or gross negligence; and to reimburse such Placement Agent and each such controlling person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred expenses (including the reasonable fees and disbursements of counsel chosen by the Placement Agent), ) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent 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 information furnished to the Fund or the Adviser Company by the Placement Agent expressly for use in the Registration Statement (or any amendment thereto)Statement, including the Rule 430A Information, or any Preliminary Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Fund and the Adviser agree, jointly and severally, Company agrees to indemnify and hold harmless the Placement Agent Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of and the 1934 Act, and any director, officer, employee or affiliate thereof as follows: (i) Exchange Act against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto) relating to the offering, issuance or sale of the Shares, including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; or arising out of (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus the Base Prospectus or the Prospectus Supplement (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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities 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), (iii) against or (iv) above, provided that the Company shall not be liable under this clause (v) 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 any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred expenses (including the reasonable fees and disbursements of counsel chosen by the Placement Agent), J▇▇▇▇▇ ▇▇▇▇▇▇) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent 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 information furnished to the Fund or the Adviser Company by the any Placement Agent expressly for use in the Registration Statement (or any amendment thereto)Statement, including the Rule 430A Information, or any Preliminary Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Fund and the Adviser agree, jointly and severally, Company agrees to indemnify and hold harmless the Placement Agent Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of and the 1934 Act, and any director, officer, employee or affiliate thereof as follows: (i) Exchange Act against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto) relating to the offering, issuance or sale of the Shares, including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; or arising out of (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus the Base Prospectus or the Prospectus Supplement (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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the 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), (iii) against or (iv) above, provided that the Company shall not be liable under this clause (v) 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 any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred expenses (including the reasonable fees and disbursements of counsel chosen by the Placement Agent), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent 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 information furnished to the Fund or the Adviser Company by the any Placement Agent expressly for use in the Registration Statement (or any amendment thereto)Statement, including the Rule 430A Information, or any Preliminary Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Fund and the Adviser agree, jointly and severally, Company agrees to indemnify and hold harmless the Placement Agent Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of and the 1934 Act, and any director, officer, employee or affiliate thereof as follows: (i) Exchange Act against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto) relating to the offering, issuance or sale of the Shares, including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; or arising out of (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus the Base Prospectus or the Prospectus Supplement (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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities 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), (iii) against or (iv) above, provided that the Company shall not be liable under this clause (v) 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 from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith, willful misconduct or gross negligence; and to reimburse such Placement Agent and each such controlling person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred expenses (including the reasonable fees and disbursements of counsel chosen by the Placement Agent), ) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent 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 information furnished to the Fund or the Adviser Company by the any Placement Agent expressly for use in the Registration Statement (or any amendment thereto)Statement, including the Rule 430A Information, or any Preliminary Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Fund and the Adviser agree, jointly and severally, Company agrees to indemnify and hold harmless the Placement Agent Agent, its directors and officers, its affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), its selling agents and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and any director, officer, employee or affiliate thereof Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) relating to the offering, issuance or sale of the Shares), including the Rule 430A Information 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering of the Securities (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission therefrom in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e6(d) below) any such settlement is effected with the written consent of the FundCompany; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Placement Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; . provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Fund or the Adviser by the Placement Agent expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A 430B Information, or any Preliminary Prospectus the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Placement Agent Information.

Indemnification of the Placement Agent. The Fund and the Adviser agree, jointly and severally, Company agrees to indemnify and hold harmless the Placement Agent Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of and the 1934 Act, and any director, officer, employee or affiliate thereof as follows: (i) Exchange Act against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto) relating to the offering, issuance or sale of the Shares, including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; or arising out of (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus the Base Prospectus or the Prospectus Supplement (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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by the Placement Agent in connection with, or relating in any manner to, the Securities 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), (iii) against or (iv) above, provided that the Company shall not be liable under this clause (v) 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 Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred expenses (including the reasonable fees and disbursements of one counsel chosen by the Placement Agent), ) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent 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 information furnished to the Fund or the Adviser Company by the such Placement Agent expressly for use in the Registration Statement (or any amendment thereto)Statement, including the Rule 430A Information, or any Preliminary Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Fund and the Adviser agree, jointly and severally, Company agrees to indemnify and hold harmless the Placement Agent Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of and the 1934 Act, and any director, officer, employee or affiliate thereof as follows: (i) Exchange Act against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which the Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto) relating to the offering, issuance or sale of the Shares, including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; or arising out of (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus the Basic Prospectus or the Prospectus Supplement (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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the 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), (iii) against or (iv) above, provided that the Company shall not be liable under this clause (v) 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 Placement Agent through its gross negligence, bad faith or willful misconduct; and to reimburse the Placement Agent and each such controlling person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred expenses (including the fees and disbursements of counsel chosen by the Placement Agent), ) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent 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 information furnished to the Fund or the Adviser Company by the Placement Agent expressly for use in the Registration Statement (or any amendment thereto)Statement, including the Rule 430A Information, or any Preliminary Basic Prospectus or the Prospectus Supplement (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Placement Agent from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Placement Agent, if copies of the Prospectus Supplement were timely delivered to such Placement Agent pursuant to Section 3 and a copy of the 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 Placement Agent to such person, if required by law so to have been delivered, and if the Prospectus Supplement (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Placement Agent. The Fund and the Adviser agree, jointly and severally, Company agrees to indemnify and hold harmless the each Placement Agent Agent, its officers and employees, and each person, if any, who controls the each Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of and the 1934 Act, and any director, officer, employee or affiliate thereof as follows: (i) Exchange Act against any and all loss, liability, claim, damage and expense whatsoeverdamage, liability or expense, as incurred, arising to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto) relating to the offering, issuance or sale of the Shares, including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading; or arising out of (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus the Base Prospectus or the Prospectus Supplement (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) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the 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), (iii) against or (iv) above, provided that the Company shall not be liable under this clause (v) 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 any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Fund; and (iii) against any and all expense whatsoever, as incurred expenses (including the reasonable fees and disbursements of counsel chosen by the Placement Agent), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, preparing defending, settling, compromising or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon paying any such untrue statement loss, claim, damage, liability, expense or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) aboveaction; provided, however, that this the foregoing indemnity agreement shall not apply to any loss, liability, claim, damage damage, liability or expense to the extent 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 information furnished to the Fund or the Adviser Company by the any Placement Agent expressly for use in the Registration Statement (or any amendment thereto)Statement, including the Rule 430A Information, or any Preliminary Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).