Common use of Indemnification of Adviser Clause in Contracts

Indemnification of Adviser. Subject to Section 9, the Adviser and each of its directors, officers, stockholders or members (and its stockholders or members, including the owners of their stockholders or members), agents, employees, controlling persons (as determined under the 1940 Act (“Controlling Persons”)) and any other person or entity affiliated with, or acting on behalf of, the Adviser (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser in connection with the performance of any of their duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services), and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties’ duties or obligations under this Agreement or otherwise as an investment adviser of the Company to the extent such Losses are not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Articles of Incorporation, the 1940 Act, the laws of the State of Maryland or, to the extent applicable, the provisions of Section II.G of the Omnibus Guidelines published by the North American Securities Administrators Association on March 29, 1992, as it may be amended from time to time.

Indemnification of Adviser. Subject to Section 9, the The Adviser and each of its directors, officers, stockholders or members (and its stockholders or members, including the owners of their stockholders or members), agents, employees, controlling persons (as determined under the 1940 Act (“Controlling Persons”)) and any other person or entity affiliated with, or acting on behalf of, the Adviser (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall Parties”)shall not be liable to the Company for any action taken or omitted to be taken by the Adviser in connection with the performance of any of their duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services), and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties’ duties or obligations under this Agreement or otherwise as an investment adviser of the Company to the extent such Losses are not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Articles of Incorporation, the 1940 Act, the laws of the State of Maryland or, to the extent applicable, the provisions of Section II.G of the Omnibus Guidelines published by the North American Securities Administrators Association on March 29, 1992, as it may be amended from time to time.

Indemnification of Adviser. 8.1 Subject to Section 9the conditions set forth below, the Company agrees to indemnify and hold harmless Adviser and each person, if any, who controls Adviser, against any Loss (as defined below) arising out of its directorsor based upon: (a) Any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular, officers, stockholders or members (as from time to time it is amended and its stockholders or members, including the owners of their stockholders or memberssupplemented), agentsor in any application or other document (“application”) filed in any jurisdiction in order to qualify the Bonds under or exempt the Offering of the Bonds from the registration or qualification requirements of the securities laws thereof unless the Adviser, employeesor any person who controls the Adviser, controlling persons knows such statement to be untrue; (b) The omission or alleged omission from the Offering Circular (as determined under from time to time it is amended and supplemented) of a material fact required to be stated therein or necessary to make the 1940 Act statements therein not misleading unless known to the Adviser; (“Controlling Persons”)c) and The failure of the Company to comply with any other person of the applicable provisions of the Securities Act, the Exchange Act, Regulation A or entity affiliated withthe regulations thereunder, or acting on behalf of, the Adviser any applicable state laws or regulations; (each an “Indemnified Party” and, collectively, the “Indemnified Parties”d) shall not be liable to the Company for any action taken Any unauthorized verbal or omitted to be taken by the Adviser written representations in connection with the performance Offering made by the Company or its agents (other than by Adviser or its employees or affiliates), employees or affiliates in violation of the Securities Act, or any other applicable federal or state securities laws and regulations; or (e) The breach by the Company of any term, condition, representation, warranty or covenant of their duties this Agreement. 8.2 If any action is brought against Adviser in respect of which indemnity may be sought hereunder, Adviser shall promptly notify the party or obligations under this Agreement or otherwise as an investment adviser parties against whom indemnification is to be sought in writing of the Company (except to the extent specified in Section 36(b) institution of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services)such action, and the Company shall indemnify, defend and protect assume the Indemnified Parties (each defense of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by such action. 8.3 The Company agrees to promptly notify Adviser of the Indemnified Parties in or by reason commencement of any pending, threatened litigation or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of proceedings against the Company or any of its security holders) arising respective officers, directors, members, managers or agents in connection with the issuance and sale of the Bonds or in connection with the Offering Circular. 8.4 The indemnity provided to Adviser pursuant to this Section 9 shall not apply to the extent that any loss arises out of or otherwise is based upon the performance any untrue statement or alleged untrue statement of material fact made by Adviser or any agent of the Indemnified Parties’ duties Adviser, or obligations under this Agreement any omission or otherwise as an investment adviser alleged omission of the Company a material fact required to the extent such Losses are not fully reimbursed be disclosed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Articles Adviser or any agent of Incorporation, the 1940 Act, the laws of the State of Maryland or, to the extent applicable, the provisions of Section II.G of the Omnibus Guidelines published by the North American Securities Administrators Association on March 29, 1992, as it may be amended from time to timeAdviser.

Indemnification of Adviser. Subject to Section 9, the Adviser and each of its directors, officers, stockholders or members (and its stockholders or members, including the owners of their stockholders or members), agents, employees, controlling persons (as determined under the 1940 Act (“Controlling Persons”)) and any other person or entity affiliated with, or acting on behalf of, the Adviser (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall Parties”)shall not be liable to the Company for any action taken or omitted to be taken by the Adviser in connection with the performance of any of their duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services), and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties’ duties or obligations under this Agreement or otherwise as an investment adviser of the Company to the extent such Losses are not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Articles of Incorporation, the 1940 Act, the laws of the State of Maryland or, to the extent applicable, the provisions of Section II.G of the Omnibus Guidelines published by the North American Securities Administrators Association on March 29, 1992, as it may be amended from time to time.