Common use of Expenses of the Adviser Clause in Contracts

Expenses of the Adviser. The compensation and allocable routine overhead expenses of all investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Section 2 hereof, will be provided and paid for by the Adviser and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Company shall include, without limitation the following, subject to Section 12: a. other than as set forth in the first sentence of this Section 10 above, expenses of maintaining the Company and continuing its existence and related overhead, including office space and facilities and personnel compensation, training and benefits for personnel not employed by the Adviser, b. commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, c. auditing, accounting and legal expenses, d. taxes and interest, e. governmental fees, f. expenses of listing shares of the Company with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of securities of the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, g. expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, h. expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, i. expenses of reports to and communications with governmental officers and commissions, j. insurance expenses, k. association membership dues, l. fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), m. fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents and registrars for all services to the Company, n. compensation and expenses of directors of the Company who are not members of the Adviser’s organization, o. pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, p. all expenses incurred in leveraging of the Company’s assets through a line of credit or other indebtedness or issuing and maintaining preferred shares, q. all expenses incurred in connection with the organization of the Company, and r. such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.

Expenses of the Adviser. The compensation and allocable routine overhead expenses of all investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Section 2 hereof, will be provided and paid for by the Adviser and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Company shall include, without limitation the followingimplied limitation, subject to Section 12: a. other than as set forth in the first sentence of this Section 10 above, (i) expenses of maintaining the Company and continuing its existence and related overheadexistence, including office space and facilities and personnel compensation(ii) registration of the Company under the 1940 Act, training and benefits for personnel not employed by the Adviser, b. (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, c. investments including placement and similar fees in connection with direct placements entered into on behalf of the Company, (iv) auditing, accounting and legal expenses, d. , (v) taxes and interest, e. , (vi) governmental fees, f. , (vii) expenses of listing shares of the Company with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of securities of interests in the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, g. expenses interests, (viii)expenses of registering and qualifying the Company and its securities shares under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, h. expenses , (ix)expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, i. , (x) expenses of reports to and communications with governmental officers and commissions, j. , (xi) insurance expenses, k. , (xii) association membership dues, l. , (xiii) fees, expenses and disbursements of Of custodians and subcustodians for all al! services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), m. fees, (xiv)fees, expenses and disbursements of transfer agents, dividend and interest paying disbursing agents, shareholder servicing agents and registrars for all services to the Company, n. , (xv) compensation and expenses of directors of the Company who are not members of the Adviser’s 's organization, o. pricing, valuation, (xvi) pricing and other consulting or analytical valuation services employed in considering and valuing the actual or prospective investments of by the Company, p. , (xvii) all expenses incurred in connection with leveraging of the Company’s 's assets through a line of credit or other indebtedness credit, or issuing and maintaining preferred shares, q. , (xviii) all expenses incurred in connection with the organization of the CompanyCompany and the initial pubic offering of common shares, and r. such and (xix)such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Company to indemnify its directorsDirectors, officers and shareholders with respect thereto.

Expenses of the Adviser. The compensation and allocable routine overhead expenses of all investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Section 2 hereof, will be provided and paid for by the Adviser and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Company shall include, without limitation the followingimplied limitation, subject to Section 12: a. other than as set forth in the first sentence of this Section 10 above, (i) expenses of maintaining the Company and continuing its existence and related overheadexistence, including office space and facilities and personnel compensation(ii) registration of the Company under the 1940 Act, training and benefits for personnel not employed by the Adviser, b. (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, c. investments including placement and similar fees in connection with direct placements entered into on behalf of the Company, (iv) auditing, accounting and legal expenses, d. , (v) taxes and interest, e. , (vi) governmental fees, f. , (vii) expenses of listing shares of the Company with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of securities of interests in the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, g. interests, (viii) expenses of registering and qualifying the Company and its securities shares under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, h. , (ix) expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, i. , (x) expenses of reports to and communications with governmental officers and commissions, j. , (xi) insurance expenses, k. , (xii) association membership dues, l. , (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), m. , (xiv) fees, expenses and disbursements of transfer agents, dividend and interest paying disbursing agents, shareholder servicing agents and registrars for all services to the Company, n. , (xv) compensation and expenses of directors of the Company who are not members of the Adviser’s 's organization, o. pricing, valuation, (xvi) pricing and other consulting or analytical valuation services employed in considering and valuing the actual or prospective investments of by the Company, p. , (xvii) all expenses incurred in connection with leveraging of the Company’s 's assets through a line of credit or other indebtedness credit, or issuing and maintaining preferred shares, q. , (xviii) all expenses incurred in connection with the organization of the CompanyCompany and the initial pubic offering of common shares, and r. and (xix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.

Expenses of the Adviser. The compensation and allocable routine overhead expenses of all investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Section 2 hereof, will be provided and paid for by the Adviser and not by the Company. It To the extent permissible under Rule 12b-1 under the 1940 Act, it is understood that the Company will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Company shall include, without limitation the following, subject to Section 12; if applicable: a. (i) other than as set forth in the first sentence of this Section 10 11 above, expenses of maintaining the Company and continuing its existence and related overhead, including including, to the extent such services are provided by personnel of the Adviser or its affiliates, office space and facilities and personnel compensationfacilities, training and benefits for personnel not employed by the Adviserbenefits, b. (ii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investmentsinvestments including placement and similar fees in connection with direct placements entered into on behalf of the Company, c. (iii) auditing, accounting accounting, tax and legal service expenses, d. (iv) taxes and interest, e. (v) governmental fees, f. (vi) expenses of listing shares of the Company with a stock exchange, exchange and expenses of issue, sale, repurchase and redemption (if any) of securities of the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, g. (vii) expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, h. (viii) expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, i. (ix) expenses of reports to and communications with governmental officers and commissions, j. (x) insurance expenses, k. (xi) association membership dues, l. (xii) fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), m. (xiii) fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents agents, registrars and registrars administrator for all services to the Company, n. (xiv) compensation and expenses of directors of the Company who are not members of the Adviser’s organization, o. (xv) pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, p. (xvi) all expenses incurred in leveraging of the Company’s assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred shares, q. (xvii) all expenses incurred in connection with the organization of the Company and any offering of the Company’s securities, andincluding, without limitation, common shares and preferred and debt securities, r. (xviii) fees and expenses incurred in connection with Company’s share repurchases pursuant to Rule 23c-3 under the 1940 Act, (xix) such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto, and (xx) any management fee.

Expenses of the Adviser. The compensation and allocable routine overhead expenses of all investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Section 2 hereof, will be provided and paid for by the Adviser and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Company shall include, without limitation the followingimplied limitation, subject to Section 12: a. other than as set forth in the first sentence of this Section 10 above, (i) expenses of maintaining the Company and continuing its existence and related overhead, including including, to the extent services are provided by personnel of the Advisor or its affiliates, office space and facilities and personnel compensation, training and benefits for personnel not employed by benefits, (ii) registration of the Adviser, b. Company under the 1940 Act, (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, c. investments including placement and similar fees in connection with direct placements entered into on behalf of the Company, (iv) auditing, accounting and legal expenses, d. , (v) taxes and interest, e. , (vi) governmental fees, f. , (vii) expenses of listing shares of the Company with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of securities of interests in the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, g. interests, (viii) expenses of registering and qualifying the Company and its securities shares under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, h. , (ix) expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, i. , (x) expenses of reports to and communications with governmental officers and commissions, j. , (xi) insurance expenses, k. , (xii) association membership dues, l. , (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), m. , (xiv) fees, expenses and disbursements of transfer agents, dividend and interest paying disbursing agents, shareholder servicing agents and registrars for all services to the Company, n. , (xv) compensation and expenses of directors of the Company who are not members of the Adviser’s 's organization, o. pricing, valuation, (xvi) pricing and other consulting or analytical valuation services employed in considering and valuing the actual or prospective investments of by the Company, p. , (xvii) all expenses incurred in connection with leveraging of the Company’s 's assets through a line of credit or other indebtedness credit, or issuing and maintaining preferred shares, q. , (xviii) all expenses incurred in connection with the organization of the CompanyCompany and the initial pubic offering of common shares, and r. and (xix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Company to indemnify its directorsDirectors, officers and shareholders with respect thereto.

Expenses of the Adviser. The compensation and allocable routine overhead expenses of all investment professionals of the Adviser Advisor and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser Advisor under Section 2 hereof, will be provided and paid for by the Adviser Advisor and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Adviser Advisor hereunder, which expenses payable by the Company shall include, without limitation the following, subject to Section 12; if applicable: a. (i) other than as set forth in the first sentence of this Section 10 11 above, expenses of maintaining the Company and continuing its existence and related overhead, including including, to the extent such services are provided by personnel of the Advisor or its affiliates, office space and facilities and personnel compensationfacilities, training and benefits for personnel not employed by the Adviserbenefits, b. (ii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investmentsinvestments including placement and similar fees in connection with direct placements entered into on behalf of the Company, c. (iii) auditing, accounting accounting, tax and legal service expenses, d. (iv) taxes and interest, e. (v) governmental fees, f. (vi) expenses of listing shares of the Company with a stock exchange, exchange and expenses of issue, sale, repurchase and redemption (if any) of securities of the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, g. (vii) expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, h. (viii) expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, i. (ix) expenses of reports to and communications with governmental officers and commissions, j. (x) insurance expenses, k. (xi) association membership dues, l. (xii) fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), m. (xiii) fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents agents, registrars and registrars administrator for all services to the Company, n. (xiv) compensation and expenses of directors of the Company who are not members of the AdviserAdvisor’s organization, o. (xv) pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, p. (xvi) all expenses incurred in leveraging of the Company’s assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred shares, q. (xvii) all expenses incurred in connection with the organization of the Company and any offering of the Company’s securities, including, without limitation, common shares and preferred and debt securities, and r. (xviii) such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.

Expenses of the Adviser. The compensation and allocable routine overhead expenses of all investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Section 2 hereof, will be provided and paid for by the Adviser and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Company shall include, without limitation the following, subject to Section 12: a. other than as set forth in the first sentence of this Section 10 above, expenses of maintaining the Company and continuing its existence and related overhead, including office space and facilities and personnel compensation, training and benefits for personnel not employed by the Adviser, b. commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investmentsinvestments including placement and similar fees in connection with direct placements entered into on behalf of the Company, c. auditing, accounting and legal expenses, , d. taxes and interest, e. governmental fees, f. expenses of listing shares of the Company with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of securities of interests in the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, , g. expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, h. expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, therefore, i. expenses of reports to and communications with governmental officers and commissions, j. insurance expenses, k. association membership dues, l. fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), m. fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents and registrars for all services to the Company, n. compensation and expenses of directors of the Company who are not members of the Adviser’s organization, o. pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, p. all expenses incurred in leveraging of the Company’s assets through a line of credit or other indebtedness or issuing and maintaining preferred shares, q. all expenses incurred in connection with the organization of the Company, and r. such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.

Expenses of the Adviser. The compensation and allocable routine overhead expenses of all investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Section 2 hereof, will be provided and paid for by the Adviser and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Company shall include, without limitation the following, subject to Section 12: a. other than as set forth in the first sentence of this Section 10 11 above, expenses of maintaining the Company and continuing its existence and related overhead, including office space and facilities and personnel compensation, training and benefits for personnel not employed by the Adviser, b. commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, c. auditing, accounting and legal expenses, d. taxes and interest, e. governmental fees, f. expenses of listing shares of the Company with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of securities of the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, , g. expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, h. expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, i. expenses of reports to and communications with governmental officers and commissions, j. insurance expenses, k. association membership dues, l. fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), m. fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents and registrars for all services to the Company, , n. compensation and expenses of directors of the Company who are not members of the Adviser’s 's organization, o. pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, p. all expenses incurred in leveraging of the Company’s 's assets through a line of credit or other indebtedness or issuing and maintaining preferred shares, , q. all expenses incurred in connection with the organization of the Company, and and r. such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.

Expenses of the Adviser. The compensation and allocable routine overhead expenses of all investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Section 2 hereof, will be provided and paid for by the Adviser and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Company shall include, without limitation the following, subject to Section 12: a. other than as set forth in the first sentence of this Section 10 11 above, expenses of maintaining the Company and continuing its existence and related overhead, including office space and facilities and personnel compensation, training and benefits for personnel not employed by the Adviser, b. commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, c. auditing, accounting and legal expenses, d. taxes and interest, e. governmental fees, f. expenses of listing shares of the Company with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of securities of the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, , g. expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, h. expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, i. expenses of reports to and communications with governmental officers and commissions, j. insurance expenses, k. association membership dues, l. fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), m. fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents and registrars for all services to the Company, , n. compensation and expenses of directors of the Company who are not members of the Adviser’s organization, o. pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, , p. all expenses incurred in leveraging of the Company’s assets through a line of credit or other indebtedness or issuing and maintaining preferred shares, , q. all expenses incurred in connection with the organization of the Company, and and r. such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.

Expenses of the Adviser. The compensation and allocable routine overhead expenses of all investment professionals of the Adviser and its staff, when and to the extent engaged in providing investment advisory services required to be provided by the Adviser under Section 2 hereof, will be provided and paid for by the Adviser and not by the Company. It is understood that the Company will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Company shall include, without limitation the following, subject to Section 12: a. other than as set forth in the first sentence of this Section 10 above, expenses of maintaining the Company and continuing its existence and related overhead, including office space and facilities and personnel compensation, training and benefits for personnel not employed by the Adviser, b. commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, c. auditing, accounting and legal expenses, d. taxes and interest, e. governmental fees, f. expenses of listing shares of the Company with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of securities of the Company, including expenses of conducting tender offers for the purpose of repurchasing Company securities, g. expenses of registering and qualifying the Company and its securities under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, h. expenses of communicating with shareholders, including website expenses and the expenses of preparing, printing, and mailing press releases, reports and other notices to shareholders and of meetings of shareholders and proxy solicitations therefor, i. expenses of reports to and communications with governmental officers and commissions, j. insurance expenses, k. association membership dues, l. fees, expenses and disbursements of custodians and subcustodians for all services to the Company (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), m. fees, expenses and disbursements of transfer agents, dividend and interest paying agents, shareholder servicing agents and registrars for all services to the Company, n. compensation and expenses of directors of the Company who are not members of the Adviser’s organization, o. pricing, valuation, and other consulting or analytical services employed in considering and valuing the actual or prospective investments of the Company, p. all expenses incurred in leveraging of the Company’s assets through a line of credit or other indebtedness or issuing and maintaining preferred shares, q. all expenses incurred in connection with the organization of the Company, and r. such non-recurring items as may arise, including expenses incurred in litigation, proceedings and claims and the obligation of the Company to indemnify its directors, officers and shareholders with respect thereto.