Common use of Dealer Manager Expenses Clause in Contracts

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 5.1, the Company shall directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain reasonable costs and expenses incident to the Offering if, when added to all of the other underwriting compensation being paid in connection with the Offering, such expenses are permitted to be reimbursed pursuant to prevailing FINRA Rules, including without limitation, expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting and/or attending educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are reasonable, relate to the Dealer Manager and the Offering, and do not exceed $150,000, unless consented to by the Company; and (e) non-accountable due diligence expenses in connection with the Offering, provided, however, that when aggregated with all other non-accountable expenses incurred in connection with the Offering, such non-accountable due diligence expense amount does not exceed 3.0% of the gross proceeds from the Offering. Any expenses reimbursed pursuant to this Section 5.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company.

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 5.15(a), the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain reasonable costs and expenses incident to the Offering if, when added to all of the other underwriting compensation being paid in connection with the Offering, such expenses are to the extent permitted to be reimbursed pursuant to prevailing FINRA Rulesrules and regulations of FINRA, including without limitation, expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting and/or attending educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are reasonable, relate incurred in relation to the Dealer Manager and the Offering, provided further that such fees and expenses do not exceed $150,000, unless consented otherwise agreed to by the Company; and (e) non-accountable due diligence expenses that do not exceed 3% of offering proceeds; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 5(b) which would cause the total underwriting compensation paid in connection with the Offering, provided, however, that when aggregated with all other non-accountable expenses incurred in connection with the Offering, such non-accountable due diligence expense amount does not Offering to exceed 3.010.0% of the gross proceeds from the Offeringsale of the Primary Shares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, excluding reimbursement of bona fide due diligence expenses as provided under Section 5(c). Any expenses reimbursed pursuant to this Section 5.2 5(b) will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company. Notwithstanding anything herein to the contrary, the amount of all items of compensation, including all payments and expense reimbursements from any source payable to underwriters, or to the extent for underwriter related services, to affiliates thereof, will not exceed an amount that equals 10% of the gross proceeds of the Offering, including but not limited to the compensation described in Section 5(a) herein and this Section 5(b). The Dealer Manager will provide to the Company a reasonable forecast of estimated costs and expenses that the Dealer Manager will incur for its providing services to the Company incident to the Offering and for which the Dealer Manager will (i) request that the Company directly pay or (ii) seek reimbursement from the Company. The Dealer Manager will update its estimated costs and expenses and provide the Company with reconciliations of actual costs and expense figures versus the estimated figures previously provided from time to time and not less than annually.

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 5.13.1, the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain reasonable costs and expenses incident to the Offering if, when added to all of the other underwriting compensation being paid in connection with the Offering, such expenses are to the extent permitted to be reimbursed pursuant to prevailing applicable FINRA Rules, including without limitation, expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting and/or attending educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including such fees and expenses incurred prior to the initial Effective Date, provided such fees and expenses are reasonable, relate incurred in relation to the Dealer Manager and the Offering, and do not exceed $150,000, unless consented to by the CompanyManager; and (e) non-accountable due diligence expenses that do not in the aggregate exceed 3% of Offering proceeds; provided, however, that, no such costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation (as defined by applicable FINRA Rules) paid from any source in connection with the Offering, provided, however, that when aggregated with all other non-accountable expenses incurred in connection with the Offering, such non-accountable due diligence expense amount does not Offering to exceed 3.010.0% of the gross proceeds from the Offeringsale of the Primary Shares as of the end of the applicable time period prescribed by applicable FINRA Rules. Any expenses reimbursed pursuant to this Section 5.2 3.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company.

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 5.13.1, the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain reasonable costs and expenses incident to the Offering if, when added to all of the other underwriting compensation being paid in connection with Class A, Class I, Class T, Class S, Class M-I, Class T2 and Class N Shares, to the Offering, such expenses are extent permitted to be reimbursed pursuant to prevailing FINRA Rulesrules and regulations of FINRA, including without limitation, expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting and/or attending educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective DateDate for the initial Registration Statement filed for an Offering, provided such fees and expenses are reasonable, relate incurred in relation to the Dealer Manager and the Offering, provided further that such fees and expenses incurred prior to such Effective Date do not exceed $150,000, unless consented to by the Company105,000; and (e) non-accountable due diligence expenses that do not exceed 3% of offering proceeds; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering, provided, however, that when aggregated with all other non-accountable expenses incurred in connection with the Offering, such non-accountable due diligence expense amount does not Offering to exceed 3.010.0% of the gross proceeds from the Offering. Any expenses reimbursed pursuant to this Section 5.2 will be reimbursed to the Dealer Manager within thirty (30) days sale of the Dealer Manager’s presentation Primary Shares as of a detailed and itemized invoice the end of the applicable time period prescribed by applicable FINRA rules or receipt or such other documentation regulations, excluding reimbursement of bona fide due diligence expenses as the Company may deem acceptable for such expenses to the Company.provided under

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 5.13.1, the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain reasonable costs and expenses incident to the Offering if, when added to all of the other underwriting compensation being paid in connection with the Offering, such expenses are to the extent permitted to be reimbursed pursuant to prevailing FINRA Rulesrules and regulations of FINRA, including without limitation, expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting and/or attending educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are reasonable, relate incurred in relation to the Dealer Manager and the Offering, provided further that such fees and expenses do not exceed $150,000, unless consented to by the Company105,000; and (e) non-accountable due diligence expenses that do not exceed 3% of offering proceeds; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering, provided, however, that when aggregated with all other non-accountable expenses incurred in connection with the Offering, such non-accountable due diligence expense amount does not Offering to exceed 3.010.0% of the gross proceeds from the Offeringsale of the Primary Shares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3. Any expenses reimbursed pursuant to this Section 5.2 3.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company. Notwithstanding anything herein to the contrary, the amount of all items of compensation, including all payments and expense reimbursements from any source payable to underwriters, or to the extent for underwriter related services, to affiliates thereof, will not exceed an amount that equals 10% of the gross proceeds of the offering, including but not limited to the compensation described in Section 3.1 herein and this Section 3.2. The Dealer Manager will provide to SCAS and the Company a five year forecast of estimated costs and expenses that the Dealer Manager will incur for its providing services to the Company incident to the Offering and for which the Dealer Manager will (i) request that the Company directly pay or (ii) seek reimbursement from the Company. The Dealer Manager will update its estimated costs and expenses and provide SCAS and the Company with reconciliations of actual costs and expense figures versus the estimated figures previously provided from time to time and not less than annually.

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 5.13.1, the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain reasonable costs and expenses incident to the Offering if, when added to all of the other underwriting compensation being paid in connection with the Offering, such expenses are to the extent permitted to be reimbursed pursuant to prevailing applicable FINRA Rules, including without limitation, expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting and/or attending educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including such fees and expenses incurred prior to the initial Effective Date, provided such fees and expenses are reasonable, relate incurred in relation to the Dealer Manager and the Offering, and do not exceed $150,000, unless consented to by the CompanyManager; and (e) non-accountable due diligence expenses that do not in the aggregate exceed 3% of Offering proceeds; provided, however, that, no such costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation (as defined by applicable FINRA Rules) paid from any source in connection with the Offering, provided, however, that when aggregated with all other non-accountable expenses incurred in connection with the Offering, such non-accountable due diligence expense amount does not Offering to exceed 3.010.0% of the gross proceeds from the Offeringsale of the Primary Shares as of the end of the applicable time period prescribed by applicable FINRA Rules. Any expenses reimbursed pursuant to this Section 5.2 3.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company.

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 5.13.1, the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain reasonable costs and expenses incident to the Offering if, when added to all of the other underwriting compensation being paid in connection with Class A, Class I, Class T, Class S, Class M-I, Class T2 and Class N Shares, to the Offering, such expenses are extent permitted to be reimbursed pursuant to prevailing FINRA Rulesrules and regulations of FINRA, including without limitation, expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting and/or attending educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective DateDate for the initial Registration Statement filed for an Offering, provided such fees and expenses are reasonable, relate incurred in relation to the Dealer Manager and the Offering, provided further that such fees and expenses incurred prior to such Effective Date do not exceed $150,000, unless consented to by the Company105,000; and (e) non-accountable due diligence expenses that do not exceed 3% of offering proceeds; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering, provided, however, that when aggregated with all other non-accountable expenses incurred in connection with the Offering, such non-accountable due diligence expense amount does not Offering to exceed 3.010.0% of the gross proceeds from the Offeringsale of the Primary Shares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3. Any expenses reimbursed pursuant to this Section 5.2 3.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company. Notwithstanding anything herein to the contrary, the amount of all items of compensation, including all payments and expense reimbursements from any source payable to underwriters, or to the extent for underwriter related services, to affiliates thereof, will not exceed an amount that equals 10% of the gross proceeds of each Offering, including but not limited to the compensation described in Section 3.1 and this Section 3.2.

Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 5.13.1, the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain reasonable costs and expenses incident to the Offering if, when added to all of the other underwriting compensation being paid in connection with the Offering, such expenses are to the extent permitted to be reimbursed pursuant to prevailing FINRA Rulesrules and regulations of FINRA, including without limitation, expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting and/or attending educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are reasonable, relate incurred in relation to the Dealer Manager and the Offering, provided further that such fees and expenses do not exceed $150,000, unless consented to by the Company105,000; and (e) non-accountable due diligence expenses; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering, provided, however, that when aggregated with all other non-accountable expenses incurred in connection with the Offering, such non-accountable due diligence expense amount does not Offering to exceed 3.010.0% of the gross proceeds from the Offeringsale of the Primary Shares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3. Any expenses reimbursed pursuant to this Section 5.2 3.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company. The Dealer Manager will provide to SCAS and the Company a five year forecast of estimated costs and expenses that the Dealer Manager will incur for its providing services to the Company incident to the Offering and for which the Dealer Manager will (i) request that the Company directly pay or (ii) seek reimbursement from the Company. The Dealer Manager will update its estimated costs and expenses and provide SCAS and the Company with reconciliations of actual costs and expense figures versus the estimated figures previously provided from time to time and not less than annually.