Common use of Dealer Manager Expenses Clause in Contracts

Dealer Manager Expenses. The Company shall reimburse the Dealer Manager for all costs and expenses reimbursable to the Dealer Manager incurred prior to the date hereof. During the term hereof, the Company shall reimburse the Dealer Manager for all actual, out-of-pocket expenses incurred by the Dealer Manager in connection with the following: (i) costs and expenses of conducting educational conferences and seminars, attending and/or sponsoring broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company, (ii) reasonable non-accountable diligence expenses and reasonable bona fide due diligence expenses, including expenses associated with third-party due diligence reports and expenses related to the due diligence and third party training and training-related materials, education forums, and Participating Dealer or Participating Adviser conference fees, set forth in an itemized and detailed invoice provided to the Company (including reasonable travel, lodging and meal expenses and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer, registered investment adviser or other financial institution or intermediary and their personnel), (iii) customary promotional items, (iv) fees and expenses of legal counsel to the Dealer Manager, and (v) technology-related costs and expenses associated with the initial integration of the Offering, and costs and expenses associated with providing information regarding the Shares. (collectively, “Reimbursable Expenses”). Any Reimbursable Expenses reimbursed pursuant to this Section 7(f) will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation to the Company of an itemized invoice or receipt or such other documentation as the Company may deem reasonably acceptable for such Reimbursable Expenses.

Dealer Manager Expenses. The In addition to payment of the Company expenses described in Section 3.1, the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for all certain costs and expenses reimbursable incident to the Dealer Manager incurred prior Offering of the Class A, Class I, Class T, Class S, Class M-I, Class T2 and Class N Shares, to the date hereof. During the term hereofextent permitted pursuant to prevailing rules and regulations of FINRA, the Company shall reimburse the Dealer Manager for all actualincluding expenses, out-of-pocket fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred by the Dealer Manager in connection with the following: Offering; (ib) costs and expenses of conducting educational conferences and seminars, attending and/or sponsoring broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company, ; (ii) reasonable non-accountable diligence expenses and reasonable bona fide due diligence expenses, including expenses associated with third-party due diligence reports and expenses related to the due diligence and third party training and training-related materials, education forums, and Participating Dealer or Participating Adviser conference fees, set forth in an itemized and detailed invoice provided to the Company (including reasonable travel, lodging and meal expenses and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer, registered investment adviser or other financial institution or intermediary and their personnel), (iiic) customary promotional items, ; (ivd) fees and expenses of legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date for the initial Registration Statement filed for an Offering, provided such fees and expenses are incurred in relation to the Dealer Manager and provided further that such fees and expenses incurred prior to such Effective Date do not exceed $105,000; and (ve) technologynon-related accountable due diligence expenses that do not exceed 3% of offering proceeds; provided, however, that, no costs and expenses associated shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the initial integration Offering to exceed 10.0% of the Offeringgross proceeds from the sale of the Primary Shares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, and costs and excluding reimbursement of bona fide due diligence expenses associated with providing information regarding the Shares. (collectively, “Reimbursable Expenses”)as provided under Section 3.3. Any Reimbursable Expenses expenses reimbursed pursuant to this Section 7(f) 3.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation to the Company of an a detailed and itemized invoice or receipt or such other documentation as the Company may deem reasonably acceptable for such Reimbursable Expensesexpenses 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. The Company shall Subject to the limitations set forth below, the Issuer shall, promptly following written request from the Dealer Manager, reimburse the Dealer Manager for reasonable fees and expenses of legal counsel of the Dealer Manager related to the review of the Memorandum and related Regulation D compliance matters, which costs and expenses represent all costs and expenses reimbursable to the Dealer Manager incurred prior to the date hereof. During the term hereof, the Company Issuer shall reimburse the Dealer Manager for all actualthe following reasonable, customary, and actual out-of-pocket costs and expenses incurred by the Dealer Manager after the commencement of the Private Offering in connection with the following: performance of its obligations under this Agreement (the “PPM Offering Expenses”): (i) customary travel, lodging and meal expenses incurred in connection with the Private Offering; (ii) costs and expenses of conducting educational conferences and seminars, attending and/or sponsoring broker-broker- dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the CompanyIssuer; and, (iiiii) reasonable non-accountable diligence expenses and reasonable bona fide due diligence expenses, including expenses associated with third-party due diligence reports and expenses related to the due diligence and third party training and training-related materials, education forums, and Participating Dealer or Participating Adviser conference fees, set forth in an itemized and detailed invoice provided to the Company Issuer (including reasonable travel, lodging and meal expenses and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer, registered investment adviser or other financial institution or intermediary Dealer and their personnel), (iii) customary promotional items, ; and (iv) (A) reasonable fees and expenses of legal counsel of the Dealer Manager related to the review of the Memorandum and related Regulation D compliance matters, and (B) reasonable fees and expenses of legal counsel to the Dealer ManagerManager related to the Private Offering incurred after the date of this Agreement. Any PPM Offering Expenses greater than $5,000 shall require the preapproval of the Issuer. Issuer shall not be obligated to reimburse the Dealer Manager for any PPM Offering Expenses greater than $5,000 that was not preapproved by the Issuer. Notwithstanding the foregoing, (A) the Dealer Manager will reimburse the Issuer for any costs and expenses reimbursed to the Dealer Manager pursuant to this Section 7(e) to the extent that the reimbursement of such costs and expenses to the Dealer Manager causes the aggregate (x) selling commissions and dealer manager fees paid pursuant to Sections 7(a) and 7(b), and (vy) technology-related costs and expenses associated with the initial integration of the Offering, and costs and expenses associated with providing information regarding the Shares. (collectively, “Reimbursable Expenses”). Any Reimbursable Expenses reimbursed pursuant to this Section 7(f7(e) (excluding any bona fide due diligence expenses reimbursed as provided under clause (iii) above) to exceed 10% of the gross proceeds from the sale of the Units in the Private Offering as of the Private Offering Termination Date, and (B) no bona fide due diligence expenses shall be reimbursed by the Issuer pursuant to this Section 7(e) to the extent that such reimbursements would cause the aggregate of (x) all Issuer expenses described in Section 7(d), (y) all underwriting compensation paid to the Dealer Manager, including the selling commissions and dealer manager fees paid pursuant to Sections 7(a) and 7(b), and (z) the bona fide due diligence expenses reimbursed pursuant to this Section 7(e), to exceed 15% of the gross proceeds from the sale of the Units in the Private Offering. PPM Offering Expenses will be reimbursed to the Dealer Manager within thirty (30) calendar days of the Dealer Manager’s presentation to the Company of an a detailed and itemized invoice or receipt or such other documentation as the Company Issuer may reasonably deem reasonably acceptable for such Reimbursable Expenses.expenses to the Issuer. Notwithstanding the foregoing, the Dealer Manager shall be solely responsible for any tax, duty or other governmental charge imposed in connection with any amount it receives pursuant to this Section 7. 10739013 v20