Common use of Indemnification of Intermediaries Clause in Contracts

Indemnification of Intermediaries. Each Intermediary severally agrees to indemnify and hold harmless the Company, the Dealer Manager, and each of their directors, officers, employees and each person, if any, who controls the Company or the Dealer Manager within the meaning of Section 15 of the 1933 Act (collectively, the “Intermediary Indemnified Parties”) from and against any and all losses, claims, damages or liabilities, joint or several, to which the Intermediary Indemnified Parties may become subject, insofar as such losses arise out of or are based upon: (i) an untrue statement or omission that was made in any Covered Document, in reliance upon and in conformity with written information furnished to the Intermediary by or on behalf of the Company or the Dealer Manager; (ii) any use of sales literature not authorized or approved by the Company or any use of “broker-dealer use only”, “financial professional use only” or similarly restricted materials with investors by the Intermediary 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 investors in such jurisdiction; (iii) any untrue statement made by the Intermediary or its 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 Shares; (iv) any material violation of this Agreement or the Selling Agent Agreement entered into between the Dealer Manager and the Intermediary; (v) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the USA PATRIOT Act; or (vi) any other failure to comply with applicable rules of FINRA or securities laws and the rules and regulations promulgated thereunder. Each Intermediary will reimburse the aforesaid parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such loss, claim, damage or liability, expense or action. This indemnity agreement will be in addition to any liability that such Intermediary may otherwise have.