Common use of Dealer Manager Indemnification of the Company Clause in Contracts

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature by the Dealer Manager that is not Authorized Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or (e) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares, in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Sales Materials, or any other materials or information furnished by or on behalf of the Company. The Dealer Manager will reimburse the aforesaid parties for reasonable expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus, Prospectus or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature by the Dealer Manager that is not Authorized Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or (e) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares, in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Sales Materials, or any other materials or information furnished by or on behalf of the Company. The Dealer Manager will reimburse the aforesaid parties for reasonable expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and each of its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject, subject under the Securities Act or Act, the Exchange Act, Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation)claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (ai) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, Manager or any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or Manager; (bii) any untrue statement or any alleged untrue statement of a material fact contained (iA) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (iiB) in any Authorized Approved Sales Materials Literature, or (iiiC) any Blue Sky Application, or ; or (ciii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus, or necessary Prospectus to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; provided, however, that in each case described in clauses (bii) and (ciii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically expressly for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or ; (div) any use of sales literature literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or Literature; or (ev) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered SharesOffering, in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of on the Company. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and each of its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject, subject under the Securities Act, the Securities Act or Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations or otherwise, insofar as such losses, claims (including the reasonable cost of investigation)claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (ai) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, Manager or any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or Manager; (bii) any untrue statement or any alleged untrue statement of a material fact contained (iA) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (iiB) in any Authorized Approved Sales Materials Literature, or (iiiC) any Blue Sky Application, or ; or (ciii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus, or necessary Prospectus to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; provided, however, that in each case described in clauses (bii) and (ciii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically expressly for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or ; (div) any use of sales literature literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or Literature; or (ev) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered SharesOffering provided, in each casehowever, other than this clause (v) shall not apply to any statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of on the Company. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, its Indemnified Parties and each person who has signed the any Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager Manager, or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or in any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in the any Registration Statement or in any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus, or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of any Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement theretoProspectus, or (d) any use of sales literature by the Dealer Manager that is not Authorized Sales Materials authorized or approved by the Company or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or (e) any untrue statement made by the Dealer Manager or its authorized registered representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading misleading, in connection with the offer and sale of the Offered Shares, or (f) any material violation by the Dealer Manager of this Agreement, or (g) any failure by the Dealer Manager to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in each caseconnection with an Offering, including applicable FINRA Rules, Exchange Act Regulations and the USA PATRIOT Act, or (h) any other than statements failure by the Dealer Manager to comply with applicable FINRA or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Sales Materials, Exchange Act Regulations or any other materials applicable Federal or information furnished by or on behalf of the Companystate laws in connection with an Offering. The Dealer Manager will reimburse the aforesaid parties for reasonable expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and each of its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject, subject under the Securities Act or Act, the Exchange Act, Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation)claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (ai) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager Manager, or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with federal or state or federal securities laws applicable to the Offering, or Dealer Manager; (bii) any untrue statement or any alleged untrue statement of a material fact contained (iA) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (iiB) in any Authorized Approved Sales Materials Literature, or (iiiC) any Blue Sky Application, or ; or (ciii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus, or necessary Prospectus to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; provided, however, that in each case described in clauses (bii) and (ciii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically expressly for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or ; (div) any use of sales literature literature, including “broker-dealer use only” or institutional materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or Literature; or (ev) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered SharesOffering, in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of the Company. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with the investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager Manager, or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus, Prospectus or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature by the Dealer Manager that is not Authorized Sales Materials authorized or approved by the Company or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or (e) any untrue statement made by the Dealer Manager or its authorized registered representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares, or (f) any material violation by the Dealer Manager of this Agreement, or (g) any failure by the Dealer Manager to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in each case, other than statements or omissions made in conformity connection with the Registration StatementOffering, including applicable FINRA Rules, Exchange Act Regulations and the Prospectus, any Authorized Sales MaterialsUSA PATRIOT Act, or (h) any other materials failure by the Dealer Manager to comply with applicable FINRA or information furnished by or on behalf of the CompanyExchange Act Regulations. The Dealer Manager will reimburse the aforesaid parties for reasonable expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and each of its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject, subject under the Securities Act, the Securities Act or Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations or otherwise, insofar as such losses, claims (including the reasonable cost of investigation)claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (ai) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, or any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or Manager; (bii) any untrue statement or any alleged untrue statement of a material fact contained (iA) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (iiB) in any Authorized Approved Sales Materials Literature, or (iiiC) any Blue Sky Application, or ; (ciii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus, or necessary Prospectus to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; provided, however, that in each case described in clauses (bii) and (ciii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically expressly for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or ; (div) any use of sales literature literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or Literature; or (ev) any untrue statement made by the Dealer Manager or its authorized registered representatives Manager, or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading misleading, in connection with the offer and sale of the Offered SharesOffering; provided, in each casehowever, other than this clause (v) shall not apply to any statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of the Company. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager Manager, or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus, Prospectus or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature by the Dealer Manager that is not Authorized Sales Materials authorized or approved by the Company or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or (e) any untrue statement made by the Dealer Manager or its authorized registered representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares, or (f) any material violation by the Dealer Manager of this Agreement, or (g) any failure by the Dealer Manager to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in each case, other than statements or omissions made in conformity connection with the Registration StatementOffering, including applicable FINRA Rules, Exchange Act Regulations and the Prospectus, any Authorized Sales MaterialsUSA PATRIOT Act, or (h) any other materials failure by the Dealer Manager to comply with applicable FINRA or information furnished by or on behalf of the CompanyExchange Act Regulations. The Dealer Manager will reimburse the aforesaid parties for reasonable expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or ; (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (ii) in any Authorized Sales Materials or (iii) in any Blue Sky Application, or ; (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus, Prospectus or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or ; (d) any use of sales literature by the Dealer Manager that is not Authorized Sales Materials or Materials, any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares Units by the Dealer Manager, Manager or any use of Authorized Sales Materials by the Dealer Manager that are not accompanied or preceded by delivery of a Prospectus; or (e) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered SharesUnits, in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Sales Materials, or any other materials or information furnished by or on behalf of the Company. The Dealer Manager will reimburse the aforesaid parties for reasonable expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend indemnify and hold harmless the Company, its Indemnified Parties officers and directors (including any person named in the Registration Statement, with his consent, who is about to become a director), each other person who has signed the Registration StatementStatement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Company Indemnified Persons”), from and against any losses, claims, damages or liabilities Losses to which any of the aforesaid parties Company Indemnified Persons may become subject, under the Securities Act or Act, the Exchange Act, Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or (bi) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement used prior to the Prospectus or (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in effective date of the Registration Statement or any post-effective amendment thereof or supplement to any of them or in any Blue Sky Application or Authorized Sales Materials; or (ii) the omission or alleged omission to state in the Registration Statement, the Prospectus, any Preliminary Prospectus used prior to the effective date of the Registration Statement or any post-effective amendment or supplement to the Prospectus, any of them or in any Blue Sky Application or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, provided, however, provided that in each case described in clauses (bi) and (cii) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Registration Statement, the Prospectus, any Preliminary Prospectus used prior to the effective date of the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, to any of them or in preparation of any Blue Sky Application or Authorized Sales Materials; or (diii) any use of sales literature not authorized or approved by the Dealer Manager that is not Authorized Sales Materials Company or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, Manager in the offer and sale of the Shares or any use of sales literature in a particular jurisdiction if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction; or (eiv) any untrue statement made by the Dealer Manager or its authorized registered representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares; or (v) any material violation of this Agreement; or (vi) any failure to comply with applicable laws governing privacy issues, in each casemoney laundering abatement and anti-terrorist financing efforts, other than statements including applicable rules of the SEC and FINRA and the USA PATRIOT Act; or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Sales Materials, or (vii) any other materials failure to comply with applicable rules of FINRA or information furnished by federal or on behalf of state securities laws and the Companyrules and regulations promulgated thereunder. The Dealer Manager will reimburse the aforesaid parties for reasonable any legal or other expenses reasonably incurred by them in connection with investigation investigating or defense of defending such lossLoss, claim, damage, liability expense or action. This indemnity agreement will be in addition to any liability which that the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and each of its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject, subject under the Securities Act, the Securities Act or Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations or otherwise, insofar as such losses, claims (including the reasonable cost of investigation)claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (ai) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, Manager or any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or Manager; (bii) any untrue statement or any alleged untrue statement of a material fact contained (iA) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (iiB) in any Authorized Approved Sales Materials Literature, or (iiiC) any Blue Sky Application, or ; or (ciii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus, or necessary Prospectus to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; provided, however, that in each case described in clauses (bii) and (ciii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically expressly for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or ; (div) any use of sales literature literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or Literature; or (ev) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered SharesOffering provided, in each casehowever, other than this clause (v) shall not apply to any statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of the Company. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and each of its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject, subject under the Securities Act or Act, the Exchange Act, Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation)claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (ai) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager Manager, or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with federal or state or federal securities laws applicable to the Offering, or Dealer Manager; (bii) any untrue statement or any alleged untrue statement of a material fact contained (iA) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (iiB) in any Authorized Approved Sales Materials Literature, or (iiiC) any Blue Sky Application, or ; or (ciii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus, or necessary Prospectus to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; provided, however, that in each case described in clauses (bii) and (ciii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically expressly for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or ; (div) any use of sales literature literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or Literature; or (ev) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered SharesOffering, in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of on the Company. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with the investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant or agreement contained herein by the Dealer Manager Manager, or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offeringhereunder, or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, Memorandum or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus, Memorandum or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or preparation of the Prospectus or any such amendment thereof or supplement theretoMemorandum, or (d) any use of sales literature by the Dealer Manager that is not Authorized Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or (e) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading by the Dealer Manager or its representatives or agents in connection with the offer and sale of the Offered Shares, (e) any failure by the Dealer Manager to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in each case, other than statements or omissions made in conformity connection with the Registration StatementOffering, including applicable FINRA Rules, Exchange Act Regulations and the USA PATRIOT Act, or (f) any other failure by the Dealer Manager to comply with any of the applicable provisions of the Securities Act, the ProspectusExchange Act, any Authorized Sales Materials, Regulation D or the rules and regulations thereunder or any other materials applicable federal or information furnished by state securities laws or on behalf of the Companyregulations. The Dealer Manager will reimburse the aforesaid parties for reasonable expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend indemnify and hold harmless the Company, its Indemnified Parties officers and directors (including any person named in the Registration Statement, with his consent, who is about to become a director), each other person who has signed the Registration StatementStatement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Company Indemnified Persons”), from and against any losses, claims, damages or liabilities Losses to which any of the aforesaid parties Company Indemnified Persons may become subject, under the Securities Act or Act, the Exchange Act, Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or (bi) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement used prior to the Prospectus or (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in effective date of the Registration Statement or any post-effective amendment thereof or supplement to any of them or in any Blue Sky Application or Authorized Sales Materials; or (ii) the omission or alleged omission to state in the Registration Statement, the Prospectus, any Preliminary Prospectus used prior to the effective date of the Registration Statement or any post-effective amendment or supplement to the Prospectus, any of them or in any Blue Sky Application or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, provided, however, provided that in each case described in clauses (bi) and (cii) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Registration Statement, the Prospectus, any Preliminary Prospectus used prior to the effective date of the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, to any of them or in preparation of any Blue Sky Application or Authorized Sales Materials; or (diii) any use of sales literature not authorized or approved by the Dealer Manager that is not Authorized Sales Materials Company or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, Manager in the offer and sale of the Shares or any use of sales literature in a particular jurisdiction if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction; or (eiv) any untrue statement made by the Dealer Manager or its authorized registered representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares; or (v) any material violation of this Agreement; or (vi) any failure to comply with applicable laws governing privacy issues, in each casemoney laundering abatement and anti-terrorist financing efforts, other than statements including applicable rules of the SEC, FINRA and the USA PATRIOT Act of 2001; or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Sales Materials, or (vii) any other materials failure to comply with applicable rules of FINRA or information furnished by federal or on behalf of state securities laws and the Companyrules and regulations promulgated thereunder. The Dealer Manager will reimburse the aforesaid parties for reasonable any legal or other expenses reasonably incurred by them in connection with investigation investigating or defense of defending such lossLoss, claim, damage, liability expense or action. This indemnity agreement will be in addition to any liability which that the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and each of its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject, subject under the Securities Act or Act, the Exchange Act, Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation)claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (ai) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, Manager or any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or Manager; (bii) any untrue statement or any alleged untrue statement of a material fact contained (iA) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (iiB) in any Authorized Approved Sales Materials Literature, or (iiiC) any Blue Sky Application, ; or (ciii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus, or necessary Prospectus to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; provided, however, that in each case described in clauses (bii) and (ciii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically expressly for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or ; (div) any use of sales literature literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, Literature; or (ev) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered SharesOffering, in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of on the Company. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and each of its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject, subject under the Securities Act or Act, the Exchange Act, Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation)claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (ai) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager Manager, or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with federal or state or federal securities laws applicable to the Offering, or Dealer Manager; (bii) any untrue statement or any alleged untrue statement of a material fact contained (iA) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (iiB) in any Authorized Approved Sales Materials Literature, or (iiiC) any Blue Sky Application, or ; or (ciii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus, or necessary Prospectus to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; provided, however, that in each case described in clauses (bii) and (ciii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically expressly for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or ; (div) any use of sales literature literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or Literature; or (ev) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered SharesOffering, in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of the Company. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with the investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and each of its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject, subject under the Securities Act or Act, the Exchange Act, Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation)claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (ai) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, Manager or any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or Manager; (bii) any untrue statement or any alleged untrue statement of a material fact contained (iA) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (iiB) in any Authorized Approved Sales Materials Literature, or (iiiC) any Blue Sky Application, or ; or (ciii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus, or necessary Prospectus to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; provided, however, that in each case described in clauses (bii) and (ciii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically expressly for use with reference to the Dealer Manager in the Registration Statement or any such post-post- effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or ; (div) any use of sales literature literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or Literature; or (ev) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered SharesOffering, in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of on the Company. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims and expenses (including the reasonable cost of investigationlegal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a the representation or warranty contained herein by the Dealer Manager, in Section 2(a) or any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the OfferingManager, or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Approved Sales Materials Literature or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus, or necessary Prospectus to make the statements therein, in light of the circumstances in under which they were made, not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature literature, including “broker dealer use only” materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer ManagerLiterature, or (e) any untrue statement made by the Dealer Manager or its authorized registered representatives or agents (other than the Soliciting Dealers or their representatives or agents) or omission by the Dealer Manager or its representatives or agents (other than the Soliciting Dealers or their representatives or agents) to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares, Units in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of the Company, or (f) any failure by the Dealer Manager to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in connection with the Offering, including applicable FINRA Rules, Exchange Act Rules and Regulations and the USA PATRIOT Act. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or Prospectus, (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus, Prospectus or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature by the Dealer Manager that is not Authorized Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer ManagerManager or any use of Authorized Sales Materials by the Dealer Manager that are not accompanied or preceded by delivery of a Prospectus, or (e) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares, in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Sales Materials, or any other materials or information furnished by or on behalf of the Company. The Dealer Manager will reimburse the aforesaid parties for reasonable expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager Manager, or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus, Prospectus or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature by the Dealer Manager that is not Authorized Sales Materials authorized or approved by the Company or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or (e) any untrue statement made by the Dealer Manager or its authorized registered representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares, or (f) any failure by the Dealer Manager to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in each case, other than statements or omissions made in conformity connection with the Registration Statement, the Prospectus, any Authorized Sales MaterialsOffering, or (g) any other materials failure by the Dealer Manager to comply with applicable FINRA Rules or information furnished by or on behalf of the CompanyExchange Act Regulations. The Dealer Manager will reimburse the aforesaid parties for reasonable expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and each of its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, subject under the Securities Act, the Securities Act or Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations, the Advisers Act and the rules and regulations promulgated thereunder or otherwise, insofar as such losses, claims (including the reasonable cost of investigation)claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or (bi) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in thereto, the Prospectus or any amendment or supplement to the Prospectus Prospectus, any Approved Sales Literature or any other sales literature used by the Dealer Manager; (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof or necessary to make the statements therein not misleading, or the omission or alleged omission to state a material fact in the Prospectus or any amendment or supplement to the Prospectus, any Approved Sales Literature or any other sales literature used by the Dealer Manager necessary in order to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; provided, however, that in each case described in clauses (bi) and (cii) with respect to the Registration Statement, Prospectus or any amendment or supplement to the Prospectus or any Approved Sales Materials to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer Manager specifically expressly for use with reference to the Dealer Manager in the a Registration Statement or any such post-effective amendments thereof or the Statement, a Prospectus or any such amendment thereof or supplement thereto, or Approved Sales Literature; (diii) any use of sales literature not authorized or approved by the Dealer Manager that is not Authorized Sales Materials or Company, any use of any sales literature marked “broker-dealer use only,” materials “institutional” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Preferred Stock to members of the public with members of the public concerning the Offered Shares by the Dealer Managerpublic, or any use of sales literature in a particular jurisdiction if such literature bears a legend denoting that it is not to be used in connection with the sale of Preferred Stock to members of the public in such jurisdiction; (eiv) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered SharesOffering provided, in each casehowever, other than this clause (iv) shall not apply to any statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of the Company; (v) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the Commission, FINRA and the PATRIOT Act; or (vi) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. The Dealer Manager will reimburse the aforesaid parties for any reasonable and documented legal or other expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims and expenses (including the reasonable cost of investigationlegal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a the representation or warranty contained herein by the Dealer Manager, in Section 2(a) or any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the OfferingManager, or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Approved Sales Materials Literature or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus, or necessary Prospectus to make the statements therein, in light of the circumstances in under which they were made, not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature literature, including “broker dealer use only” materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer ManagerLiterature, or (e) any untrue statement made by the Dealer Manager or its authorized registered representatives or agents (other than the Soliciting Dealers or their representatives or agents) or omission by the Dealer Manager or its representatives or agents (other than the Soliciting Dealers or their representatives or agents) to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered Shares, Shares in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of the Company, or (f) any failure by the Dealer Manager to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in connection with the Offering, including applicable FINRA Rules, Exchange Act Rules and Regulations and the USA PATRIOT Act. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, Company and its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, expenses (including the legal and other expenses reasonably incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject, subject under the Securities Act, the Securities Act or Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations or otherwise, insofar as such losses, claims (including the reasonable cost of investigation)claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (ai) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, Manager or any material breach of a covenant contained herein by the Dealer Manager or any material failure by the Dealer Manager to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or Manager; (bii) any untrue statement or any alleged untrue statement of a material fact contained (iA) in any the Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment thereto or supplement to the Prospectus or thereof, (iiB) in any Authorized Approved Sales Materials Literature, or (iiiC) any Blue Sky Application, or ; or (ciii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement Statement, or any post-effective amendment thereof thereof, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment thereto or supplement to the Prospectus, or necessary thereof to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; provided, however, that in each case described in clauses (bii) and (ciii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically expressly for use with reference to the Dealer Manager in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto, or ; (div) any use of sales literature literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Authorized Approved Sales Materials or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or Literature; or (ev) any untrue statement made by the Dealer Manager or its authorized registered representatives or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Offered SharesOffering provided, in each casehowever, other than this clause (v) shall not apply to any statements or omissions made in conformity with the Registration Statement, the Prospectus, any Authorized Approved Sales Materials, Literature or any other materials or information furnished by or on behalf of the Company. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.